CREDIT AGREEMENT dated as of July 20, 2011 among STERLING PARENT INC., as Holdings, STERLING MERGER INC. (to be merged with and into SRA International, Inc.), as Borrower, The Lenders Party Hereto and CITIBANK, N.A., as Administrative Agent...Credit Agreement • July 26th, 2011 • Sra International Inc • Services-computer programming, data processing, etc. • New York
CREDIT AGREEMENT dated as of July 20, 2011 (this “Agreement”), among STERLING PARENT INC., a Delaware corporation (“Initial Holdings”), STERLING MERGER INC., a Delaware corporation (to be merged with and into SRA INTERNATIONAL, INC., a Delaware corporation (the “Company”) on the date hereof with the Company as the survivor (the “Borrower”)), the LENDERS party hereto and CITIBANK, N.A., as Administrative Agent.
FINANCIAL ADVISORY AGREEMENTFinancial Advisory Agreement • July 26th, 2011 • Sra International Inc • Services-computer programming, data processing, etc. • Delaware
This Financial Advisory Agreement (this “Agreement”) is made as of July 20, 2011, by and among Sterling Holdco Inc., a Delaware corporation (the “Company”), SRA International, Inc., a Delaware corporation (“SRA”), and Providence Equity Partners L.L.C., a Delaware limited liability company (“Providence”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 26th, 2011 • Sra International Inc • Services-computer programming, data processing, etc. • New York
This REGISTRATION RIGHTS AGREEMENT dated July 20, 2011 (this “Agreement”) is entered into by and among Sterling Merger Inc., a Delaware corporation (“Merger Sub”), and Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”), as representative of the several Initial Purchasers listed in Schedule 1 to the Purchase Agreement (as defined below) (the “Initial Purchasers”).
MASTER GUARANTEE AGREEMENT dated as of July 20, 2011, among STERLING PARENT INC., SRA INTERNATIONAL, INC., THE SUBSIDIARY GUARANTORS IDENTIFIED HEREIN and CITIBANK, N.A., as Administrative AgentMaster Guarantee Agreement • July 26th, 2011 • Sra International Inc • Services-computer programming, data processing, etc. • New York
MASTER GUARANTEE AGREEMENT dated as of July 20, 2011 (this “Agreement”), among STERLING PARENT INC., a Delaware corporation (“Holdings”), SRA INTERNATIONAL, INC., a Delaware corporation (as successor by merger to Sterling Merger Inc.) (the “Borrower”), the SUBSIDIARY GUARANTORS identified herein and CITIBANK, N.A., as Administrative Agent, on behalf of itself and the other Guaranteed Parties.
JOINDER AGREEMENT TO REGISTRATION RIGHTS AGREEMENT July 20, 2011Joinder Agreement • July 26th, 2011 • Sra International Inc • Services-computer programming, data processing, etc. • New York
Reference is hereby made to the Registration Rights Agreement, dated as of July 20, 2011 (the “Agreement”), by and among Sterling Merger Inc. (“Merger Sub”) and the Initial Purchasers named therein concerning the sale by Merger Sub to the Initial Purchasers of $400.0 million aggregate principal amount of Merger Sub’s 11% Senior Notes due 2019 (the “Securities”). Unless otherwise defined herein, terms defined in this Joinder Agreement and used herein shall have the meanings given them in the Agreement.
COLLATERAL AGREEMENT dated as of July 20, 2011, among STERLING PARENT INC., SRA INTERNATIONAL, INC., THE OTHER GRANTORS PARTY HERETO and CITIBANK, N.A., as Administrative AgentCollateral Agreement • July 26th, 2011 • Sra International Inc • Services-computer programming, data processing, etc. • New York
COLLATERAL AGREEMENT dated as of July 20, 2011 (this “Agreement”), among STERLING PARENT INC., a Delaware corporation (“Holdings”), SRA INTERNATIONAL, INC., a Delaware corporation (the “Borrower”), the other GRANTORS from time to time party hereto and CITIBANK, N.A., as Administrative Agent.
First Supplemental IndentureFirst Supplemental Indenture • July 26th, 2011 • Sra International Inc • Services-computer programming, data processing, etc. • New York
FIRST SUPPLEMENTAL INDENTURE, dated as of July 20, 2011 (this “First Supplemental Indenture”), among SRA International, Inc., a Delaware corporation, as successor to the Predecessor Company (as defined below) (the “Successor Company”), the Guarantors signatory to this First Supplemental Indenture (the “Guarantors”), and Wilmington Trust, National Association, as Trustee under the Indenture referred to below.
