AGENT OR
ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH
OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO
Exhibit B - 4
ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES
HERETO HAVE BEEN INDUCED TO ENTER INTO THIS CONTROL AGREEMENT BY, AMONG OTHER
THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. EACH PARTY HERETO
FURTHER REPRESENTS AND WARRANTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL
COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES IT JURY TRIAL RIGHTS
FOLLOWING CONSULTATION WITH LEGAL COUNSEL.
Exhibit B - 5
IN WITNESS WHEREOF, each of the undersigned has caused this Control Agreement to
be duly executed and delivered as of the date first above written.
[NAME OF GRANTOR] By:
Name: Title:
BANK OF AMERICA, N.A.,
as Administrative Agent
By:
Name: Title: [NAME OF ISSUER] By:
Name: Title:
Exhibit B - 6
EXHIBIT C-1
TO GUARANTEE AND COLLATERAL AGREEMENT
FORM OF COPYRIGHT SECURITY AGREEMENT
This COPYRIGHT SECURITY AGREEMENT, dated as of July 17, 2012 (this "Agreement"),
is made by each of the signatories hereto (each a "Grantor" and collectively,
the "Grantors") in favor of Bank of America, N.A., as Administrative Agent for
the Secured Parties (in such capacity and together with its successors and
assigns in such capacity, the "Agent").
WHEREAS, pursuant to that certain Credit Agreement dated as of July 17, 2012,
among Engility Holdings, Inc., Engility Corporation (the "Borrower"), the
Lenders party thereto and Bank of America, N.A., as Administrative Agent, Swing
Line Lender and L/C Issuer (as the same may hereafter be amended, restated,
supplemented or otherwise modified from time to time, the "Credit Agreement"),
the Lenders and the L/C Issuer have severally agreed to make their respective
extensions of credit to the Borrower upon the terms and conditions set forth
therein;
WHEREAS, as a condition precedent to the obligation of the Lenders and the L/C
Issuer to make their respective extensions of credit to the Borrower under the
Credit Agreement, the Grantors entered into a Guarantee and Collateral Agreement
dated as of July 17, 2012 (as amended, restated, supplemented or otherwise
modified from time to time, the "Guarantee and Collateral Agreement"), among
each of the Grantors from time to time party thereto and the Agent, pursuant to
which each of the Grantors granted to the Agent, for the benefit of the Secured
Parties, a security interest in the Copyright Collateral (as defined below); and
WHEREAS, pursuant to the Guarantee and Collateral Agreement, each Grantor agreed
to execute and deliver this Agreement, in order to record the security interest
granted to the Agent for the benefit of the Secured Parties with the United
States Copyright Office.
NOW, THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Grantors hereby agree with the Agent as follows:
SECTION 1. Defined Terms
Capitalized terms used but not defined herein shall have the respective meanings