SECOND AMENDED AND RESTATED MASTER ACCOUNTS RECEIVABLE PURCHASE AGREEMENTMaster Accounts Receivable Purchase Agreement • November 4th, 2015 • Computer Sciences Government Services Inc. • Services-computer integrated systems design • New York
SECOND AMENDED AND RESTATED MASTER ACCOUNTS RECEIVABLE PURCHASE AGREEMENT, dated as of October 1, 2015 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), among CSC GOVERNMENT SOLUTIONS LLC, a Nevada limited liability company (“CSC Solutions”), COMPUTER SCIENCES CORPORATION, a Nevada corporation (“CSC”) and each Additional Seller (as defined below) that becomes a party hereto (each, a “Seller”, and collectively, the “Sellers”), each PURCHASER party hereto and THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH (“BTMUNY”), as administrative agent for the Purchasers (the “Administrative Agent”).
CSRA INC. AMENDED AND RESTATED 2015 OMNIBUS INCENTIVE PLAN SERVICE BASED RESTRICTED STOCK UNIT AWARD AGREEMENTService Based Restricted Stock Unit Award Agreement • February 28th, 2018 • CSRA Inc. • Services-computer integrated systems design • Nevada
AGREEMENT AND PLAN OF MERGER BY AND AMONG CSRA INC., GENERAL DYNAMICS CORPORATION, AND RED HAWK ENTERPRISES CORP. Dated as of February 9, 2018Merger Agreement • February 12th, 2018 • CSRA Inc. • Services-computer integrated systems design • Nevada
This AGREEMENT AND PLAN OF MERGER, dated as of February 9, 2018 (this “Agreement”), is entered into by and among CSRA Inc., a Nevada corporation (the “Company”), General Dynamics Corporation, a Delaware corporation (“Parent”) and Red Hawk Enterprises Corp., a Nevada corporation and wholly owned subsidiary of Parent (“Merger Sub” and, collectively with the Company and Parent, the “Parties”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • October 27th, 2015 • Computer Sciences Government Services Inc. • Services-computer integrated systems design • Nevada
INDEMNIFICATION AGREEMENT, effective as of [FULL DATE], between Computer Sciences Government Services Inc. , a Nevada corporation (the “Company”), and [NAME OF INDEMNITEE] (the “Indemnitee”).
CSRA INC. PERFORMANCE BASED RESTRICTED STOCK UNIT AWARD AGREEMENTPerformance Based Restricted Stock Unit Award Agreement • June 5th, 2017 • CSRA Inc. • Services-computer integrated systems design • Nevada
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • November 30th, 2016 • CSRA Inc. • Services-computer integrated systems design • New York
This FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of November 30, 2016, is entered into by and among CSRA Inc. (formerly known as Computer Sciences Government Services Inc.), a Nevada corporation (the “Company”), The Bank of Tokyo-Mitsubishi UFJ, Ltd., as administrative agent for the Lenders under the Pro Rata Facilities (in such capacity, the “Pro Rata Administrative Agent”), Royal Bank of Canada, as administrative agent for the Lenders under the Term Loan B Facility (in such capacity, the “Term Loan B Administrative Agent” and, together with the Pro Rata Administrative Agent, the “Administrative Agents”), MUFG Union Bank, N.A., as collateral agent for the Secured Parties (in such capacity, the “Collateral Agent”), and the Lenders and Guarantors listed on the signature pages hereto. Unless otherwise indicated, all capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to such terms in the Credit Agreement (as defined bel
CSRA INC. STOCK OPTION AWARD AGREEMENTStock Option Award Agreement • February 8th, 2017 • CSRA Inc. • Services-computer integrated systems design • Nevada
RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • February 7th, 2018 • CSRA Inc. • Services-computer integrated systems design • Nevada
This Restricted Stock Unit Agreement (“Agreement”) is made and entered into as of the date indicated on the signature page hereto (the “Grant Date”) by and between CSRA Inc., a Nevada corporation (the “Company”), and the non-employee director of the Company executing this Agreement (the “Director”).
EMPLOYEE MATTERS AGREEMENT DATED AS OF [l], 2015 by and between COMPUTER SCIENCES CORPORATION and COMPUTER SCIENCES GOVERNMENT SERVICES INC.Employee Matters Agreement • November 4th, 2015 • Computer Sciences Government Services Inc. • Services-computer integrated systems design • New York
Defined Term Section Adjusted CSC Employee Option 4.2(b) Benefit Management Records 3.3(b) Board Recitals commercially reasonable efforts 1.2(m) CSC Preamble Computer Sciences GS Preamble Computer Sciences GS Deferred Compensation Plan Beneficiary 6.2(a) Computer Sciences GS Deferred Compensation Plan 6.2(a) Computer Sciences GS Employee Option 4.2(c) Computer Sciences GS Nonqualified Plan 6.1(a) Computer Sciences GS Nonqualified Plan Beneficiaries 6.1(a) Computer Sciences GS FSA 7.3(a) Computer Sciences GS HSA 7.3(b) Computer Sciences GS 401(k) Plan 5.1 Computer Sciences GS 401(k) Plan Beneficiaries 5.2 Computer Sciences GS RSUs 4.3(a) Computer Sciences GS Bonus Plans 4.7(a) Computer Sciences GS Welfare Plan Participants 7.1 MAP Beneficiaries 5.3(a) FICA 3.1(g) FSA Participation Period 7.3(a)(i) FUTA 3.1(g) HSA Participation Period 7.3(b) Master Separation and Distribution Agreement Recitals Parties Preamble Party Preamble
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • March 20th, 2018 • CSRA Inc. • Services-computer integrated systems design
This AMENDMENT NO. 1 (this “Amendment”), dated as of March 20, 2018, to that certain Agreement and Plan of Merger, dated as of February 9, 2018 (as it may be amended, supplemented or modified in accordance with its terms, the “Merger Agreement”), by and among CSRA Inc., a Nevada corporation (the “Company”), General Dynamics Corporation, a Delaware corporation (“Parent”), and Red Hawk Enterprises Corp., a Nevada corporation and wholly owned subsidiary of Parent (“Merger Sub” and, collectively with the Company and Parent, the “Parties”), is hereby entered into by and among the Parties. Capitalized terms used but not defined in this Amendment shall have the respective meanings specified in the Merger Agreement.
MASTER SEPARATION AND DISTRIBUTION AGREEMENT DATED AS OF NOVEMBER 27, 2015 by and between COMPUTER SCIENCES CORPORATION and CSRA INC.Master Separation and Distribution Agreement • December 2nd, 2015 • CSRA Inc. • Services-computer integrated systems design • New York
AMENDED AND RESTATEDINTELLECTUAL PROPERTY MATTERS AGREEMENT DATED AS OF FEBRUARY 10, 2017 BY AND BETWEEN COMPUTER SCIENCES CORPORATION AND CSRA INC.Intellectual Property Matters Agreement • May 25th, 2017 • CSRA Inc. • Services-computer integrated systems design
This AMENDED AND RESTATED INTELLECTUAL PROPERTY MATTERS AGREEMENT (this “Agreement”) is dated as of February 10, 2017, by and between Computer Sciences Corporation, a Nevada corporation (“CSC”), and CSRA Inc., a Nevada corporation (“CSRA”). Each of CSC and CSRA is sometimes referred to herein as a “Party” and collectively as the “Parties”.
COLLATERAL AGREEMENT Dated as of November 27, 2015 by and among THE GRANTORS REFERRED TO HEREIN, THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as Pro Rata Administrative Agent, ROYAL BANK OF CANADA, as Term Loan B Administrative Agent andCollateral Agreement • December 2nd, 2015 • CSRA Inc. • Services-computer integrated systems design • New York
This COLLATERAL AGREEMENT (this “Agreement”) is entered into as of November 27, 2015, by and among CSRA Inc. (formerly known as Computer Sciences Government Services Inc.), a Nevada corporation (the “Company”), each other Grantor (as defined below) from time to time party hereto, The Bank of Tokyo-Mitsubishi UFJ, Ltd., in its capacity as administrative agent under the Pro Rata Facilities (in such capacity, together with its successors in such capacity, the “Pro Rata Administrative Agent”), Royal Bank of Canada, in its capacity as administrative agent under the Term Loan B Facility (in such capacity, together with its successors in such capacity, the “Term Loan B Administrative Agent” and, together with the Pro Rata Administrative Agent, the “Administrative Agents”) and MUFG Union Bank, N.A., in its capacity as collateral agent for the Secured Parties (in such capacity, together with its successors in such capacity, the “Collateral Agent”).
TAX MATTERS AGREEMENT DATED AS OF NOVEMBER 27, 2015 by and between COMPUTER SCIENCES CORPORATION and CSRA INC.Tax Matters Agreement • December 2nd, 2015 • CSRA Inc. • Services-computer integrated systems design
AMENDMENT NO. 2 TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 3rd, 2017 • CSRA Inc. • Services-computer integrated systems design • New York
This Amendment No. 2, dated as of February 3, 2017 (this “Amendment”), amends the Registration Rights Agreement, dated as of November 30, 2015 (as amended by Amendment No. 1, dated as of February 3, 2017, by and among the Company and Providence, the “Registration Rights Agreement”), by and among CSRA Inc. (the “Company”), Dr. Ernst Volgenau, EVSH LLC, Providence Equity Partners VI LP, Providence Equity Partners VI-A LP (together with Providence Equity Partners VI LP, “Providence”) and the other persons party thereto. Capitalized terms used herein and not otherwise defined shall have their respective meanings set forth in the Registration Rights Agreement.
CONTENTSReal Estate Matters Agreement • September 21st, 2015 • Computer Sciences Government Services Inc. • Services-computer integrated systems design
This REAL ESTATE MATTERS AGREEMENT (this “Agreement”) is dated as of [l], 2015 by and between Computer Sciences Corporation, a Nevada corporation (“CSC”), and Computer Sciences Government Services Inc., a Nevada corporation (“Computer Sciences GS”). Each of CSC and Computer Sciences GS is sometimes referred to herein as a “Party” and, collectively, as the “Parties”.
ContractDirector Nomination Agreement • December 2nd, 2015 • CSRA Inc. • Services-computer integrated systems design • Nevada
This DIRECTOR NOMINATION AGREEMENT, dated as of November 30, 2015 (this “Agreement”), is entered into by and among CSRA Inc. (“CSRA”), Providence Equity Partners VI L.P. and Providence Equity Partners VI A L.P. (together, “Providence” and collectively with CSRA, the “Parties” and each, a “Party”).
ContractContribution Agreement • December 2nd, 2015 • CSRA Inc. • Services-computer integrated systems design
This CONTRIBUTION AGREEMENT (this Agreement) by and between Computer Sciences Corporation, a Nevada corporation (CSC), and CSRA Inc., a Nevada corporation (CSRA), is entered into as of this 25th day of November, 2015.
REGISTRATION RIGHTS AGREEMENT NOVEMBER 30, 2015 Among CSRA INC. DR. ERNST VOLGENAU EVSH LLC PROVIDENCE EQUITY PARTNERS VI LP PROVIDENCE EQUITY PARTNERS VI-A LP and THE PERSONS LISTED ON SCHEDULE A HERETORegistration Rights Agreement • December 2nd, 2015 • CSRA Inc. • Services-computer integrated systems design • New York
CSRA, Volgenau and Providence are parties to that certain Agreement and Plan of Merger, dated as of August 31, 2015 (the "Merger Agreement"), pursuant to which the Stockholders will receive as consideration shares of common stock of CSRA, $0.001 par value per share ("CSRA Common Stock").
JOINDER TO RECEIVABLES PURCHASE AGREEMENTReceivables Purchase Agreement • August 11th, 2016 • CSRA Inc. • Services-computer integrated systems design • New York
This JOINDER TO RECEIVABLES PURCHASE AGREEMENT dated as of June 27, 2016 (this "Agreement"), is by and among SRA INTERNATIONAL, INC., a corporation organized in the state of Virginia (the “New Seller”), the PURCHASERS party hereto and THE BANK OF TOKYOMITSUBISHI UFJ, LTD., NEW YORK BRANCH, in its capacity as Administrative Agent (as defined below) under the RPA (as defined below). Capitalized terms used and not defined herein have the meanings given to them in the RPA.
EMPLOYEE MATTERS AGREEMENT DATED AS OF NOVEMBER 27, 2015 by and between COMPUTER SCIENCES CORPORATION and CSRA INC.Employee Matters Agreement • December 2nd, 2015 • CSRA Inc. • Services-computer integrated systems design • New York
This EMPLOYEE MATTERS AGREEMENT (this “Agreement”) is entered into as of November 27, 2015 by and between Computer Sciences Corporation, a Nevada corporation (“CSC”) and CSRA Inc., a Nevada corporation (“CSRA”). CSC and CSRA are also referred to in this Agreement individually as a “Party” and collectively as the “Parties.”
INTELLECTUAL PROPERTY MATTERS AGREEMENT DATED AS OF [l], 2015 by and between COMPUTER SCIENCES CORPORATION and COMPUTER SCIENCES GOVERNMENT SERVICES INC.Intellectual Property Matters Agreement • November 6th, 2015 • Computer Sciences Government Services Inc. • Services-computer integrated systems design • Massachusetts
This INTELLECTUAL PROPERTY MATTERS AGREEMENT (this “Agreement”) is dated as of November [l], 2015 (the “Effective Date”), by and between Computer Sciences Corporation, a Nevada corporation (“CSC”), and Computer Sciences Government Services Inc., a Nevada corporation (“Computer Sciences GS”). Each of CSC and Computer Sciences GS is sometimes referred to herein as a “Party” and collectively as the “Parties”.
AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 3rd, 2017 • CSRA Inc. • Services-computer integrated systems design • New York
This Amendment No. 1, dated as of February 3, 2017 (this “Amendment”), amends the Registration Rights Agreement, dated as of November 30, 2015 (the “Registration Rights Agreement”), by and among CSRA Inc. (the “Company”), Dr. Ernst Volgenau, EVSH LLC, Providence Equity Partners VI LP, Providence Equity Partners VI-A LP (together with Providence Equity Partners VI LP, “Providence”) and the other persons party thereto. Capitalized terms used herein and not otherwise defined shall have their respective meanings set forth in the Registration Rights Agreement.
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • January 2nd, 2018 • CSRA Inc. • Services-computer integrated systems design • New York
This THIRD AMENDMENT TO CREDIT AGREEMENT, dated as of December 29, 2017 (this “Amendment”), is entered into by and among CSRA Inc. (formerly known as Computer Sciences Government Services Inc.), a Nevada corporation (the “Company”), the Guarantors listed on the signature pages hereto, The Bank of Tokyo-Mitsubishi UFJ, Ltd., as administrative agent for the Lenders under the Pro Rata Facilities (in such capacity, the “Pro Rata Administrative Agent”), Royal Bank of Canada, as administrative agent for the Lenders under the Term Loan B Facility (in such capacity, the “Term Loan B Administrative Agent” and, together with the Pro Rata Administrative Agent, the “Administrative Agents”), the Incremental Term Loan B Lenders (as defined below) and the Lenders listed on the signature pages hereto. Unless otherwise indicated, all capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to such terms in the Credit Agreement (as defined below).
REAL ESTATE MATTERS AGREEMENT DATED AS OF NOVEMBER 27, 2015 by and between COMPUTER SCIENCES CORPORATION and CSRA INC.Real Estate Matters Agreement • December 2nd, 2015 • CSRA Inc. • Services-computer integrated systems design
NON-U.S. AGENCY AGREEMENT DATED AS OF [l], 2015 by and between COMPUTER SCIENCES CORPORATION And COMPUTER SCIENCES GOVERNMENT SERVICES INC.non-u.s. Agency Agreement • October 27th, 2015 • Computer Sciences Government Services Inc. • Services-computer integrated systems design
This NON-U.S. AGENCY AGREEMENT (this “Agreement”) is dated as of [l], 2015 by and between Computer Sciences Corporation, a Nevada corporation (“CSC”), and Computer Sciences Government Services Inc., a Nevada corporation (“Computer Sciences GS”). Each of CSC and Computer Sciences GS is sometimes referred to herein as a “Party” and, collectively, as the “Parties”.
AGREEMENTPension Agreement • December 4th, 2015 • CSRA Inc. • Services-computer integrated systems design • Virginia
THIS AGREEMENT (“Agreement”) is entered into on November 25, 2015 (the “Effective Date”), between the Pension Benefit Guaranty Corporation (“PBGC”), Computer Sciences Corporation (“CSC”) and CSRA Inc., (“CSRA”) f/k/a Computer Sciences Government Services Inc. (together with CSC, the “CS Parties”; the CS Parties and PBGC, collectively, the “Parties”).
INTELLECTUAL PROPERTY MATTERS AGREEMENT DATED AS OF NOVEMBER 27, 2015 by and between COMPUTER SCIENCES CORPORATION and CSRA INC.Intellectual Property Matters Agreement • December 2nd, 2015 • CSRA Inc. • Services-computer integrated systems design • Massachusetts
NON-U.S. AGENCY AGREEMENT DATED AS OF NOVEMBER 27, 2015 by and between COMPUTER SCIENCES CORPORATION and CSRA INC.non-u.s. Agency Agreement • December 2nd, 2015 • CSRA Inc. • Services-computer integrated systems design
THIRD AMENDMENT TO SECOND AMENDED AND RESTATED MASTER ACCOUNTS RECEIVABLE PURCHASE AGREEMENTMaster Accounts Receivable Purchase Agreement • August 9th, 2017 • CSRA Inc. • Services-computer integrated systems design • New York
This THIRD AMENDMENT to the SECOND AMENDED AND RESTATED MASTER ACCOUNTS RECEIVABLE PURCHASE AGREEMENT (this “Amendment”), is made and entered into as of August 8, 2017 (as it may be modified, supplemented or amended from time to time in accordance with its terms) by and among the following parties:
January 15, 2018Transaction Incentive Agreement • March 5th, 2018 • CSRA Inc. • Services-computer integrated systems design
You are considered an essential resource to CSRA in support of the company’s confidential transaction efforts related to Project Cardinals 2 (Project), in connection with which you have previously signed a Non-Disclosure Agreement (NDA). In recognition of your anticipated commitment and effort to the Project, CSRA is pleased to offer you this transaction incentive agreement (Agreement) to provide you with financial incentives in the form of a Transaction Bonus and enhanced severance benefits subject to the terms and conditions contained below. All payments made under the terms of this Agreement are less applicable deductions and withholdings.
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • June 16th, 2017 • CSRA Inc. • Services-computer integrated systems design • New York
This SECOND AMENDMENT TO CREDIT AGREEMENT, dated as of June 15, 2017 (this “Amendment”), is entered into by and among CSRA Inc. (formerly known as Computer Sciences Government Services Inc.), a Nevada corporation (the “Company”), the Guarantors listed on the signature pages hereto, The Bank of Tokyo-Mitsubishi UFJ, Ltd., as administrative agent for the Lenders under the Pro Rata Facilities (in such capacity, the “Pro Rata Administrative Agent”), Royal Bank of Canada, as administrative agent for the Lenders under the Term Loan B Facility (in such capacity, the “Term Loan B Administrative Agent” and, together with the Pro Rata Administrative Agent, the “Administrative Agents”), the Replacement Term Loan B Lenders (as defined below) and the Incremental Term Loan B Lenders (as defined below). Unless otherwise indicated, all capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to such terms in the Credit Agreement (as defined below).
INTELLECTUAL PROPERTY MATTERS AGREEMENT DATED AS OF [l], 2015 by and between COMPUTER SCIENCES CORPORATION And COMPUTER SCIENCES GOVERNMENT SERVICES INC.Intellectual Property Matters Agreement • October 27th, 2015 • Computer Sciences Government Services Inc. • Services-computer integrated systems design
This INTELLECTUAL PROPERTY MATTERS AGREEMENT (this “Agreement”) is dated as of [l], 2015 (the “Effective Date”), by and between Computer Sciences Corporation, a Nevada corporation (“CSC”), and Computer Sciences Government Services Inc., a Nevada corporation (“Computer Sciences GS”). Each of CSC and Computer Sciences GS is sometimes referred to herein as a “Party” and collectively as the “Parties”.
EMPLOYMENT AGREEMENTEmployment Agreement • December 21st, 2016 • CSRA Inc. • Services-computer integrated systems design • Nevada
THIS EMPLOYMENT AGREEMENT (this “Agreement”), is made and entered into on December 20, 2016, by and among by CSRA Inc. (the “Company”) and Lawrence B. Prior III (“Executive”). This Agreement shall become effective as of the date hereof (the “Effective Date”).
SECOND AMENDMENT TO SECOND AMENDED AND RESTATED MASTER ACCOUNTS RECEIVABLE PURCHASE AGREEMENTMaster Accounts Receivable Purchase Agreement • August 11th, 2016 • CSRA Inc. • Services-computer integrated systems design • New York
ACCOUNTS RECEIVABLE PURCHASE AGREEMENT (this “Amendment”), is made and entered into as of June 27, 2016 (as it may be modified, supplemented or amended from time to time in accordance with its terms) by and among the following parties:
