CREDIT AGREEMENT Dated as of November 27, 2015 among CSRA INC. (formerly known as Computer Sciences Government Services Inc.) as the Company THE GUARANTORS REFERRED TO HEREIN THE LENDERS REFERRED TO HEREIN as Lenders THE BANK OF TOKYO- MITSUBISHI UFJ,...Credit Agreement • December 2nd, 2015 • CSRA Inc. • Services-computer integrated systems design • New York
This CREDIT AGREEMENT is entered into as of November 27, 2015, among CSRA Inc. (formerly known as Computer Sciences Government Services Inc.), a Nevada corporation (the “Company”), the Guarantors from time to time party hereto, the financial institutions from time to time parties hereto (the “Lenders”), The Bank of Tokyo-Mitsubishi UFJ, Ltd. (“BTMU”), as administrative agent for the Lenders under the Pro Rata Facilities (in such capacity, including any successor thereto, the “Pro Rata Administrative Agent”), Royal Bank of Canada (“RBC”), as administrative agent for the Lenders under the Term Loan B Facility (in such capacity, including any successor thereto, the “Term Loan B Administrative Agent”) 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”).
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
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
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").
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.”
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
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
