CREDIT AGREEMENT Dated as of June 25, 2021 amongCredit Agreement • June 29th, 2021 • Parsons Corp • Services-computer integrated systems design • New York
This CREDIT AGREEMENT is entered into as of June 25, 2021, among Parsons corporation, a Delaware corporation (the “Borrower”), the Guarantors (defined herein), the Lenders (defined herein), and BANK OF AMERICA, N.A., as Administrative Agent (defined herein), Swingline Lender (defined herein) and an L/C Issuer (defined herein).
PARSONS CORPORATION AND U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of February 26, 2024 2.625% Convertible Senior Notes due 2029Indenture • May 1st, 2024 • Parsons Corp • Services-computer integrated systems design • New York
INDENTURE dated as of February 26, 2024 between PARSONS CORPORATION, a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
Parsons Corporation 18,518,500 Shares of Common Stock, par value $1.00 per share Underwriting AgreementUnderwriting Agreement • April 29th, 2019 • Parsons Corp • Services-computer integrated systems design • New York
Parsons Corporation, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 18,518,500 shares (the “Firm Shares”) and, at the election of the Underwriters, up to 2,777,775 additional shares (the “Optional Shares”) of Common Stock, $1.00 par value per share (“Stock”), of the Company (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Shares”).
DEALER]Call Option Transaction • May 1st, 2024 • Parsons Corp • Services-computer integrated systems design
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between [DEALER] (“Dealer”) [, represented by [AGENT] (“Agent”),] and Parsons Corporation (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement (as defined below) evidence a complete binding agreement between Counterparty and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral communications with respect thereto.
INDEMNIFICATION AND ADVANCEMENT AGREEMENTIndemnification Agreement • April 29th, 2019 • Parsons Corp • Services-computer integrated systems design • Delaware
This Indemnification and Advancement Agreement (“Agreement”) is made as of [ ● ], 2019 by and between Parsons Corporation, a Delaware corporation (the “Company”), and , [a member of the Board of Directors/ an officer] of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering indemnification and advancement .
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • September 19th, 2022 • Parsons Corp • Services-computer integrated systems design • New York
This CREDIT AGREEMENT is entered into as of June 25, 2021, among Parsons corporation, a Delaware corporation (the “Borrower”), the Guarantors (defined herein), the Lenders (defined herein), and BANK OF AMERICA, N.A., as Administrative Agent (defined herein), Swingline Lender (defined herein) and an L/C Issuer (defined herein).
CREDIT AGREEMENT Dated as of September 14, 2022 amongCredit Agreement • September 19th, 2022 • Parsons Corp • Services-computer integrated systems design • New York
This CREDIT AGREEMENT is entered into as of September 14, 2022, among Parsons corporation, a Delaware corporation (the “Borrower”), the Guarantors (defined herein), the Lenders (defined herein), and BANK OF AMERICA, N.A., as the Administrative Agent (defined herein).
PARSONS CORPORATION CHANGE IN CONTROL SEVERANCE AGREEMENTChange in Control Severance Agreement • February 23rd, 2022 • Parsons Corp • Services-computer integrated systems design
THIS CHANGE IN CONTROL SEVERANCE AGREEMENT (this “Agreement”) is made and entered into on this _____ day of October 2021 (the “Effective Date”), by and between Parsons Corporation, a Delaware corporation (hereinafter referred to as the “Company”) and Matthew Ofilos (the “Executive”).
AMENDMENT TO PARSONS CORPORATION INCENTIVE PLAN PERFORMANCE STOCK UNIT AWARDPerformance Stock Unit Award • February 23rd, 2022 • Parsons Corp • Services-computer integrated systems design
This Amendment to Parsons Corporation Incentive Award Plan Performance Stock Unit Award (“Amendment”) is made effective as of July 19, 2021, by and between Parsons Corporation (“Company”), and Carey Smith (“Employee”).
AMENDMENT TO PARSONS CORPORATION INCENTIVE PLAN RESTRICTED STOCK UNIT AWARDRestricted Stock Unit Award • February 23rd, 2022 • Parsons Corp • Services-computer integrated systems design
This Amendment to Parsons Corporation Incentive Award Plan Restricted Stock Unit Award (“Amendment”) is made effective as of July 19, 2021, by and between Parsons Corporation (“Company”), and George Ball (“Employee”).
NEWPORT TRUST COMPANY New York, NY 10022Trust Agreement • April 29th, 2019 • Parsons Corp • Services-computer integrated systems design • New York
Reference is hereby made to the Parsons Employee Stock Ownership Plan (2012 Amendment and Restatement) (as amended from time to time, the “ESOP”) and the Parsons Corporation Employee Stock Ownership Trust Agreement, dated December 31, 2005, between Parsons Corporation (“Parsons” or the “Company”) and Newport Trust Company (“Newport”) (as successor to Evercore Trust Company, N.A. and U.S. Trust Company, National Association) (as amended from time to time, the “Trust Agreement”).
PARSONS CORPORATION EMPLOYEE STOCK OWNERSHIP TRUST AGREEMENTEmployee Stock Ownership Trust Agreement • April 12th, 2019 • Parsons Corp • Services-computer integrated systems design • California
This Trust Agreement, entered into by and between Parsons Corporation (the “Company” or “Sponsor”) and U.S. Trust Company, National Association (the “Trustee”), as successor trustee, is effective as of December 31, 2005.
EQUITY PURCHASE AGREEMENT BY AND AMONG PARSONS GOVERNMENT SERVICES, INC., XATOR HOLDINGS CORPORATION, XATOR CORPORATION, THE PRINCIPAL SELLER STOCKHOLDERS LISTED ON ANNEX I ATTACHED HERETO, THE OTHER SELLER STOCKHOLDERS LISTED ON ANNEX I ATTACHED...Equity Purchase Agreement • February 17th, 2023 • Parsons Corp • Services-computer integrated systems design • Delaware
THIS EQUITY PURCHASE AGREEMENT (this “Agreement”), dated as of May 20, 2022 (the “Agreement Date”), is entered into by and among (i) Parsons Government Services, Inc., a Nevada corporation (“Buyer”); (ii) Xator Holdings Corporation, a Delaware corporation (the “Seller”); (iii) Xator Corporation, a Florida corporation; (iv) the Persons listed on Annex I under the heading “Principal Seller Stockholders” (collectively, the “Principal Seller Stockholders”); (v) the Persons listed on Annex I under the heading “Other Seller Stockholders” (collectively, the “Other Seller Stockholders” and together with the Principal Seller Stockholders, the “Seller Stockholders”) executing Joinder Agreements; and (vi) David L. Scott, a resident of the State of Florida (the “Seller Stockholder Representative”), in his capacity as representative of (A) Seller Stockholders, (B) the Persons listed on Annex I under the heading “Seller Optionholders” (collectively, the “Seller Optionholders”), (C) the Persons liste
April , 2019 Via Overnight Delivery Mr. George L. Ball Chief Financial Officer Parsons Corporation Pasadena, CA 91124 Dear George:Professional Services • April 29th, 2019 • Parsons Corp • Services-computer integrated systems design • Newport
This letter agreement (the “Agreement”) will confirm the understanding and agreement among Parsons Corporation (the “Company”) and Newport Trust Company (“Newport Trust”) with respect to certain professional services to be provided by Newport Trust as set forth below.
PARSONS CORPORATION FIRST AMENDMENT Dated as of August 10, 2018 to the NOTE PURCHASE AGREEMENT Dated as of May 9, 2014 RE: $50,000,000 4.44% Senior Notes, Series A, due JULY 15, 2021 $100,000,000 4.98% Senior Notes, Series B, due JULY 15, 2024...Note Purchase Agreement • April 12th, 2019 • Parsons Corp • Services-computer integrated systems design • New York
THIS FIRST AMENDMENT dated as of August 10, 2018 (the “First Amendment”) to the Note Purchase Agreement dated as of May 9, 2014 is between PARSONS CORPORATION, a Delaware corporation (the “Company”), and each of the institutions which is a signatory to this First Amendment (collectively, the “Noteholders”).
FIRST AMENDMENT TO FIFTH AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • April 12th, 2019 • Parsons Corp • Services-computer integrated systems design • New York
This First Amendment to Fifth Amended and Restated Credit Agreement (this “Amendment”), dated as of January 4, 2019, is made by and among Parsons Corporation, a Delaware corporation (“Borrower”), the Banks party to the Credit Agreement referred to below and MUFG Bank Ltd. (under its previous name “The Bank of Tokyo Mitsubishi UFJ, Ltd.”), as administrative agent for the Banks (the “Administrative Agent”).
Fifth Amended and Restated Credit Agreement Dated as of November 15, 2017 among Parsons Corporation, as Borrower, The Bank of Tokyo-Mitsubishi UFJ, Ltd., as Administrative Agent and Swing Line Bank, Wells Fargo Bank, National Association, as...Credit Agreement • April 12th, 2019 • Parsons Corp • Services-computer integrated systems design • New York
This FIFTH AMENDED AND RESTATED CREDIT AGREEMENT dated as of November 15, 2017 is entered into by and among PARSONS CORPORATION, a Delaware corporation (“Borrower”), each lender whose name is set forth on the signature pages of this Agreement and each lender which may hereafter become a party to this Agreement (collectively, the “Banks” and individually, a “Bank”), THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as administrative agent for the Banks (in such capacity, the “Administrative Agent”), as the swing line bank (in such capacity, the “Swing Line Bank”) and as co-lead arranger, WELLS FARGO BANK, NATIONAL ASSOCIATION, as syndication agent, THE BANK OF NOVA SCOTIA, JPMORGAN CHASE BANK, N.A. AND U.S. BANK NATIONAL ASSOCIATION, as documentation agents, and WELLS FARGO SECURITIES, LLC, as co-lead arranger, with reference to the following facts:
RESTRICTED AWARD UNIT AGREEMENT Parsons CorporationRestricted Award Unit Agreement • April 12th, 2019 • Parsons Corp • Services-computer integrated systems design • Delaware
THIS AGREEMENT, made as of , 20 (the “Date of Grant”), between Parsons Corporation, a Delaware Corporation (the “Company”), and (the “Participant”).
CONFIDENTIAL TRANSITION AGREEMENTConfidential Transition Agreement • February 23rd, 2022 • Parsons Corp • Services-computer integrated systems design • North Carolina
This Confidential Transition Agreement (the “Agreement”) is entered into this ___ day of February 2022 by and between Parsons Corporation (the “Company”) and Charles L. Harrington (the “Executive”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 29th, 2019 • Parsons Corp • Services-computer integrated systems design • Delaware
THIS REGISTRATION RIGHTS AGREEMENT, dated as of [ • ], 2019, is entered into by and between Parsons Corporation, a Delaware corporation (the “Company”), and Newport Trust Company, solely in its capacity as trustee of the Parsons Corporation Employee Stock Ownership Trust (the “ESOP Trust”), the trust formed under the Parsons Employee Stock Ownership Plan (the “ESOP”).
CONFIDENTIAL SEPARATION AGREEMENT AND RELEASE OF ALL CLAIMSSeparation Agreement • April 12th, 2019 • Parsons Corp • Services-computer integrated systems design • Florida
This Confidential Separation Agreement and Release and Waiver of Claims (“Agreement”) is entered into this 14th day of February, 2019 by and between Michael W. Johnson (“Employee”) on the one hand, and Parsons Corporation and its parents, subsidiaries, affiliates, officers, directors, employees and agents on the other hand (collectively the “Company”) (Employee and Company are referred to collectively hereafter as the “Parties”).
PARSONS CORPORATION EMPLOYEE STOCK OWNERSHIP TRUST AGREEMENTEmployee Stock Ownership Trust Agreement • February 24th, 2021 • Parsons Corp • Services-computer integrated systems design • California
This Amended and Restated Trust Agreement, entered into by and between Parsons Corporation (the "Company" or "Sponsor") and Newport Trust Company (the "Trustee"), as successor trustee, is effective as of _____________, 2020.
CONFIDENTIAL SEPARATION AGREEMENT AND RELEASE OF ALL CLAIMSSeparation Agreement • March 10th, 2020 • Parsons Corp • Services-computer integrated systems design • North Carolina
This Confidential Separation Agreement and Release and Waiver of Claims ("Agreement") is entered into this 27th day of ___November______, 2019 by and between Adam Taylor ("Employee") on the one hand, and Parsons Corporation and its parents, subsidiaries, affiliates, officers, directors, employees and agents on the other hand (collectively the "Company") (Employee and Company are referred to collectively hereafter as the "Parties").
RESTRICTED AWARD UNIT AGREEMENT Parsons CorporationRestricted Award Unit Agreement • April 29th, 2019 • Parsons Corp • Services-computer integrated systems design • California
THIS AGREEMENT, made as of January 1, 2019 (the “Date of Grant”), between Parsons Corporation, a Delaware Corporation (the “Company”), and (the “Participant”).
Term Loan Agreement Dated as of January 4, 2019 among Parsons Corporation, as Borrower, MUFG Union Bank, N.A., as Administrative Agent, The Bank of Nova Scotia, as Syndication Agent, and The Other Financial Institutions Party Hereto and MUFG Union...Term Loan Agreement • April 12th, 2019 • Parsons Corp • Services-computer integrated systems design • New York
This TERM LOAN AGREEMENT dated as of January 4, 2019 is entered into by and among PARSONS CORPORATION, a Delaware corporation (“Borrower”), each lender whose name is set forth on the signature pages of this Agreement and each lender which may hereafter become a party to this Agreement (collectively, the “Banks” and individually, a “Bank”), MUFG UNION BANK, N.A., as administrative agent for the Banks (in such capacity, the “Administrative Agent”) and as co-lead arranger, and THE BANK OF NOVA SCOTIA, as syndication agent and as co-lead arranger, with reference to the following facts:
SUBSIDIARY GUARANTYSubsidiary Guaranty • April 12th, 2019 • Parsons Corp • Services-computer integrated systems design • New York
This SUBSIDIARY GUARANTY is made as of July 1, 2014, by each of the parties identified as “Guarantors” on the signature pages hereto (each a “Guarantor” and collectively with each entity that may from time to time become a Guarantor hereunder, the “Guarantors”).
