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.
WHEREAS, certain parties (the “Existing Sellers”) have entered into that certain Second Amended and Restated Master Accounts Receivable Purchase Agreement, dated October 1, 2015 (the “RPA”), among CSRA LLC (f/k/a CSC GOVERNMENT SOLUTIONS LLC) (“CSRALLC”), a Nevada limited liability company, as a Seller and as Seller Representative (each of CSRALLC and any Additional Sellers (as defined in the RPA), a “Seller” and collectively the “Sellers”), the PURCHASERS described therein and THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH, as administrative agent for the Purchasers (“BTMU” and the “Administrative Agent”) as amended through that certain amendment thereto as dated on the date hereof; and
WHEREAS, New Seller desires to be joined as a party to the RPA;
NOW, THEREFORE, FOR VALUE RECEIVED, and in consideration of accommodations given or to be given, to New Seller and the Existing Sellers by the Purchasers from time to time, New Seller hereby agrees as follows:
1. New Seller acknowledges and agrees that it is a “Seller” under the RPA, effective upon the date of New Seller’s execution of this Agreement. All references in the RPA to the term “Seller” or “Sellers” shall be deemed to include the New Seller. Without limiting the generality of the foregoing, New Seller hereby repeats and reaffirms all covenants, agreements, representations and warranties made or given by a Seller contained in the RPA, and appoints the Seller Representative as its agent, attorney-in-fact and representative in accordance with Section
2.5 of the RPA.
2. For purposes of the RPA, the “Existing Account” with respect to the New Seller will be (i) the account of the New Seller located at Bank of America, N.A. with account number [Redacted] and (ii) any other deposit account located at a depository bank satisfactory to the Administrative Agent, in each case, only so long as such accounts are subject to an Account Control Agreement.
3. For purposes of the RPA, the “Collection Account” with respect to the New Seller will be (i) the account of the New Seller located at Bank of America, N.A. with account number [Redacted] and (ii) any other deposit account located at a depository bank satisfactory to the Administrative Agent, in each case, only so long as such accounts are subject to an Account Control Agreement.
4. For purposes of Schedule B to the RPA, New Seller’s UCC Information shall be as follows:
(a) Name: SRA International, Inc.
(b) Chief Executive Office: 3170 Fairview Park Drive
Falls Church, VA 22042
(c) Jurisdiction of Organization: Virginia
(d) Organizational Number: 0164564-7
(e) FEIN: 54-1360804
(f) Tradenames: None
(g) Changes in Location, Name and
Corporate Organization in the last 5
years: See Attached Schedule 1
5. New Seller agrees to execute and deliver such further instruments and documents and do such further acts and things as the Administrative Agent may deem reasonably necessary or proper to carry out more effectively the purposes of this Agreement.
6. No reference to this Agreement need be made in the RPA or in any other Purchase Document or other document or instrument making reference to the same, any reference to Purchase Documents in any of such to be deemed a reference to the RPA, or other Purchase Documents, as applicable, as modified hereby.
7. The laws of the State of New York (without regard to conflicts of laws principles) shall govern all matters arising out of, in connection with or relating to this Agreement, including, without limitation, its validity, interpretation, construction, performance and enforcement.
Additional Special Provisions
8. On May 20, 2016, CSRALLC changed its legal name from “CSC Government Solutions LLC” to “CSRA LLC”. In effectuating such change, CSRALLC did not comply with the prior notice requirements described in Section 10.1(c) of the RPA. By executing this Agreement, each Purchaser hereby waives such non-compliance.
9. Pursuant to Section 14.22 of the RPA, the Seller Representative may, from time to time, request that one or more account debtors be added as additional Approved Obligors under this Agreement. The Seller Representative has requested that the Railroad Retirement Board, the Corporation for National & Community Service and the Securities and Exchange Commission be added as Approved Obligors with Approved Obligor Buffer Periods of 50 days. By executing this Agreement, each Purchaser hereby agrees to such request and confirms that each such Person will immediately upon the effectiveness of this Agreement become an Approved Obligor. Attached to this Agreement is an updated Schedule A to the RPA reflecting such designation.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their proper and duly authorized officers as of the day and year first above written.
SRA INTERNATIONAL, INC.
Title: Vice President and Controller
ACKNOWLEDGED AND ACCEPTED AS OF THE DATE FIRST WRITTEN ABOVE:
THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH
By: /S/ Thomas J Educate
Name: Thomas J. Educate
Title: Managing Director
THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.,
By: /S/ Thomas J Educate
Name: Thomas J. Educate
Title: Managing Director
THE BANK OF NOVA SCOTIA,
By: /S/ Jonathan Khan
Name: Jonathan Khan
MIZUHO BANK, LTD.,
By: /S/ David Lim
Name: David Lim
Title: Authorized Signatory
CSRA LLC (f/k/a CS GOVERNMANT SOLUTIONS
LLC), as a Seller and Seller Representative
By: /s/ Helaine G. Elderkin
Name: Helaine G. Elderkin
Title: Vice President and Secretary
CONFIRMATION AND ACKNOWLEDGEMENT
This CONFIRMATION AND ACKNOWLEDGEMENT (“Confirmation”), is executed and delivered by CSRA Inc. (f/k/a Computer Sciences Government Services Inc.), a Nevada corporation (the “Guarantor”).
Reference is made to the Guaranty, dated as of October 1, 2015 (as amended, modified or supplemented from time to time, the “Guaranty”), delivered by the Guarantor in connection with the Agreement (defined below).
Reference is further made to the Joinder to Receivables Purchase Agreement, dated as of the date hereof (the “Joinder”), to the Second Amended and Restated Master Accounts Receivable Purchase Agreement, dated as of October 1, 2015, among CRRA LLC (f/k/a CSC GOVERNMENT SOLUTIONS LLC), a Nevada limited liability company, each PURCHASER party thereto and THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH, as Administrative Agent (as amended, restated, supplemented or otherwise modified from time to time).
The Guarantor hereby consents to the Joinder. The Guarantor hereby confirms that, notwithstanding the effectiveness of the Joinder, the Guaranty shall continue in full force and effect.
IN WITNESS WHEREOF, the Guarantor has caused this Confirmation to be duly executed and delivered on the date first set forth above.
CSRA INC. (formerly known as COMPUTER SCIENCES GOVERNMENT SERVICES INC.), as Parent Guarantor
By: /s/ David F Keffer
Print Name: David F. Keffer
Title: Chief Financial Officer
SRA’s corporate offices changed in December 2015 from:
4300 Fair Lakes Court
Fairfax, VA 22033
to the following:
3170 Fairview Park Drive
Falls Church, VA 22042
15036 Conference Center Drive
Chantilly, VA 20151
SRA International, Inc. changed its name from Systems Research and Applications Corporation (“SRAC”) on February 3, 2012
SRAC merged with SRA International, Inc. (Delaware) (February 3, 2012)
SRAC merged with Constella Group LLC (April 24, 2015); SRAC survived
SRAC merged with Platinum Solutions, Inc. (April 14, 2015); SRAC survived
SRAC merged with Touchstone Consulting Group, Inc. (November 8, 2013); SRAC survived
SRAC acquired National Security Solutions business of MorganFranklin Corporation (December 16, 2012); SRAC survived
SRAC merged with Interface and Control Systems, Inc. (March 14, 2012); SRAC survived
SRAC merged with Raba Technologies, LLC (March 21, 2012); SRAC survived
SRAC merged with Perrin Quarles Associates, Inc. (March 9, 2012); SRAC survived
SRAC merged with CMA Government Solutions, Inc. (March 9, 2012); SRAC survived
SRAC merged with Sentech Holdings, Inc. (March 9, 2012); SRAC survived
SRAC merged with Sterling Merger Inc. (July 20, 2011); SRAC survived
SCHEDULE A TO
SECOND AMENDED AND RESTATED MASTER ACCOUNTS RECEIVABLE PURCHASE AGREEMENT
Approved Obligor Buffer Period
Approved Obligor (days)
Legislative Branch 50
Judicial Branch 50
Department of Agriculture 50
Department of Commerce 50
Department of Defense-Military Programs 50
Department of Defense-ARMY 50
Department of Defense-NAVY / Marine Corps 50
Department of Defense-Air Force 50
Department of Defense-All Other 50
Department of Health and Human Services 50
Department of the Interior 50
Department of Justice 50
Department of Labor 50
Department of State 50
Department of the Treasury 50
Social Security Administration 50
Department of Education 50
Department of Energy 50
Environmental Protection Agency 50
Department of Transportation 50
General Services Administration 50
Department of Homeland Security 50
Department of Housing and Urban Development 50
National Aeronautics and Space Administration 50
Office of Personnel Management 50
Small Business Administration 50
Department of Veterans Affairs 50
Executive Office of the President 50
International Assistance Programs-Department of State 50
Equal Employment Opportunity Commission 50
Federal Election Commission 50
Federal Trade Commission 50
National Science Foundation 50
Railroad Retirement Board 50
Corporation for National & Community Service 50
Securities and Exchange Commission 50