exv10w2






Exhibit 10.2




EXECUTION COPY




 




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 Agent



 




 









 





TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page
	ARTICLE I

	 
	 	 	 	 
	DEFINITIONS

	 
	 	 	 	 
	SECTION 1.01. Credit Agreement
	 	 	1	 
	SECTION 1.02. Other Defined Terms
	 	 	1	 
	 
	 	 	 	 
	ARTICLE II

	 
	 	 	 	 
	THE GUARANTEES

	 
	 	 	 	 
	SECTION 2.01. Guarantee
	 	 	3	 
	SECTION 2.02. Guarantee of Payment; Continuing Guarantee
	 	 	3	 
	SECTION 2.03. No Limitations
	 	 	3	 
	SECTION 2.04. Reinstatement
	 	 	5	 
	SECTION 2.05. Agreement to Pay; Subrogation
	 	 	5	 
	SECTION 2.06. Information
	 	 	5	 
	SECTION 2.07. Payments Free of Taxes
	 	 	5	 
	 
	 	 	 	 
	ARTICLE III

	 
	 	 	 	 
	INDEMNITY, SUBROGATION AND SUBORDINATION

	 
	 	 	 	 
	SECTION 3.01. Indemnity and Subrogation
	 	 	6	 
	SECTION 3.02. Contribution and Subrogation
	 	 	6	 
	SECTION 3.03. Subordination
	 	 	6	 
	 
	 	 	 	 
	ARTICLE IV

	 
	 	 	 	 
	REPRESENTATIONS AND WARRANTIES

	 
	 	 	 	 
	ARTICLE V

	 
	 	 	 	 
	MISCELLANEOUS

	 
	 	 	 	 
	SECTION 5.01. Notices
	 	 	7	 
	SECTION 5.02. Waivers; Amendment
	 	 	7	 
	SECTION 5.03. Administrative Agent’s Fees and Expenses; Indemnification
	 	 	8	 
	SECTION 5.04. Successors and Assigns
	 	 	9	 
	SECTION 5.05. Survival of Agreement
	 	 	9	 
	SECTION 5.06. Counterparts; Effectiveness; Several Agreement
	 	 	9	 
	SECTION 5.07. Severability
	 	 	9	 
	SECTION 5.08. Right of Set-Off
	 	 	9	 






 









 






	 	 	 	 	 
	 	 	Page
	SECTION 5.09. Governing Law; Jurisdiction; Consent to Service of Process;
Appointment of Service of Process Agent
	 	 	10	 
	SECTION 5.10. WAIVER OF JURY TRIAL
	 	 	11	 
	SECTION 5.11. Headings
	 	 	11	 
	SECTION 5.12. Termination or Release
	 	 	11	 
	SECTION 5.13. Additional Guarantors
	 	 	12	 






 









 





          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.




          Reference is made to the Credit Agreement dated as of July 20, 2011 (as amended,
restated, amended and restated, supplemented, extended, refinanced or otherwise modified from time
to time, the “Credit Agreement”), among Holdings, Sterling Merger Inc. (the rights and
obligations of which have been assumed by the Borrower), the Lenders party thereto and Citibank,
N.A., as Administrative Agent. The Lenders and the Issuing Banks have agreed to extend credit to
the Borrower subject to the terms and conditions set forth in the Credit Agreement. The
obligations of the Lenders and the Issuing Banks to extend such credit are conditioned upon, among
other things, the execution and delivery of this Agreement. Holdings, each Intermediate Parent and
the Subsidiary Guarantors are affiliates of the Borrower, will derive substantial benefits from the
extension of credit to the Borrower pursuant to the Credit Agreement and are willing to execute and
deliver this Agreement in order to induce the Lenders and the Issuing Banks to extend such credit.
Accordingly, the parties hereto agree as follows:




ARTICLE I



Definitions



          SECTION 1.01. Credit Agreement. (a) Capitalized terms used in this Agreement (including in the introductory paragraph
hereto) and not otherwise defined herein have the meanings specified in the Credit Agreement.




          (b) The rules of construction specified in Section 1.03 of the Credit Agreement also apply to
this Agreement, mutatis mutandis.




          SECTION 1.02. Other Defined Terms. As used in this Agreement, the following terms have the meanings specified below:




          “Agreement” has the meaning assigned to such term in the preamble to this Agreement.




          “Borrower” has the meaning assigned to such term in the preamble to this Agreement.




          “Claiming Party” has the meaning assigned to such term in Section 3.02.




          “Contributing Party” has the meaning assigned to such term in Section 3.02.




          “Credit Agreement” has the meaning assigned to such term in the introductory paragraph
to this Agreement.




          “Guaranteed Cash Management Obligations” means the due and punctual payment and
performance of all obligations of Holdings, any Intermediate Parent, the Borrower and the
Restricted Subsidiaries in respect of any overdraft and related liabilities arising from treasury,
depository and cash management services or any automated clearing house transfers of funds provided
to Holdings, any Intermediate Parent, the Borrower or any Restricted Subsidiary (whether absolute
or contingent and howsoever and whensoever created, arising, evidenced or acquired (including all
renewals, extensions and modifications thereof and substitutions therefor)) (including
participation in commercial (or






 









 







purchasing) card programs) that are (a) owed to the Administrative Agent or any of its
Affiliates, (b) owed on the Effective Date to a Person that is a Lender or an Affiliate of a Lender
as of the Effective Date, (c) owed to a Person that is a Lender or an Affiliate of a Lender at the
time such obligations are incurred or (d) owed to any other Person, provided that such
other Person has provided notice to the Administrative Agent of such Guaranteed Cash Management
Obligations, and provided further that the obligations owed to any such other
Person arose in respect of services provided by such Person in a jurisdiction where none of the
Administrative Agent, the Revolving Lenders or any of their Affiliates, at the time such
obligations arose, offered to provide such services.




          “Guaranteed Obligations” means (a) the Loan Document Obligations, (b) the Guaranteed
Cash Management Obligations and (c) the Guaranteed Swap Obligations.




          “Guaranteed Parties” means (a) each Lender, (b) each Issuing Bank, (c) the
Administrative Agent, (d) each Joint Bookrunner, (e) each Person to whom any Guaranteed Cash
Management Obligations are owed, (f) each counterparty to any Swap Agreement the obligations under
which constitute Guaranteed Swap Obligations, (g) the beneficiaries of each indemnification
obligation undertaken by any Loan Party under any Loan Document and (h) the permitted successors
and assigns of each of the foregoing.




          “Guaranteed Swap Obligations” means the due and punctual payment and performance of
all obligations of Holdings, any Intermediate Parent, the Borrower and the Restricted Subsidiaries
under each Swap Agreement that (a) is with a counterparty that is the Administrative Agent or any
of its Affiliates, (b) is in effect on the Effective Date with a counterparty that is a Lender or
an Affiliate of a Lender as of the Effective Date or (c) is entered into after the Effective Date
with any counterparty that is a Lender or an Affiliate of a Lender at the time such Swap Agreement
is entered into.




          “Guarantors” means Holdings, any Intermediate Parent and the Subsidiary Guarantors.




          “Holdings” has the meaning assigned to such term in the preamble to this Agreement.




          “Loan Document Obligations” means (a) the due and punctual payment by the Borrower of
(i) the principal of and interest at the applicable rate or rates provided in the Credit Agreement
(including interest accruing during the pendency of any bankruptcy, insolvency, receivership or
other similar proceeding, regardless of whether allowed or allowable in such proceeding) on the
Loans, when and as due, whether at maturity, by acceleration, upon one or more dates set for
prepayment or otherwise, (ii) each payment required to be made by the Borrower under the Credit
Agreement in respect of any Letter of Credit, when and as due, including payments in respect of
reimbursement of disbursements, interest thereon and obligations to provide cash collateral, and
(iii) all other monetary obligations of the Borrower under or pursuant to the Credit Agreement and
each of the other Loan Documents, including obligations to pay fees, expense reimbursement
obligations and indemnification obligations, whether primary, secondary, direct, contingent, fixed
or otherwise (including monetary obligations incurred during the pendency of any bankruptcy,
insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in
such proceeding), (b) the due and punctual payment and performance of all other obligations of the
Borrower under or pursuant to each of the Loan Documents and (c) the due and punctual payment and
performance of all the obligations of each other Loan Party under or pursuant to this Agreement and
each of the other Loan Documents (including monetary obligations incurred during the pendency of
any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed
or allowable in such proceeding).




          “Subsidiary Guarantors” means the Subsidiaries identified as such on Schedule I hereto
and each other Subsidiary that becomes a party to this Agreement as a Subsidiary Guarantor after
the






 









 







Effective Date pursuant to Section 5.13; provided that if a Subsidiary is released
from its obligations as a Subsidiary Guarantor hereunder as provided in Section 5.12(b), such
Subsidiary shall cease to be a Subsidiary Guarantor hereunder effective upon such release.




          “Supplement” means an instrument substantially in the form of Exhibit A hereto, or any
other form approved by the Administrative Agent, and in each case reasonably satisfactory to the
Administrative Agent.




ARTICLE II



The Guarantees



          SECTION 2.01. Guarantee. Each Guarantor irrevocably and unconditionally guarantees to each of the Guaranteed
Parties, jointly with the other Guarantors and severally, as a primary obligor and not merely as a
surety, by way of an independent payment obligation, the due and punctual payment and performance
of the Guaranteed Obligations. Each Guarantor further agrees that the Guaranteed Obligations may
be extended or renewed, in whole or in part, or amended or modified, without notice to or further
assent from it, and that it will remain bound upon its guarantee hereunder notwithstanding any such
extension or renewal, or amendment or modification, of any of the Guaranteed Obligations. Each
Guarantor waives presentment to, demand of payment from and protest to the Borrower or any other
Loan Party of any of the Guaranteed Obligations, and also waives notice of acceptance of its
guarantee and notice of protest for nonpayment.




          SECTION 2.02. Guarantee of Payment; Continuing Guarantee. Each Guarantor further agrees that its guarantee hereunder constitutes a guarantee of
payment when due (whether or not any bankruptcy or similar proceeding shall have stayed the accrual
of collection of any of the Guaranteed Obligations or operated as a discharge thereof) and not
merely of collection, and waives any right to require that any resort be had by the Administrative
Agent or any other Guaranteed Party to any security held for the payment of any of the Guaranteed
Obligations or to any balance of any deposit account or credit on the books of the Administrative
Agent or any other Guaranteed Party in favor of the Borrower, any other Loan Party or any other
Person. Each Guarantor agrees that its guarantee hereunder is continuing in nature and applies to
all of its Guaranteed Obligations, whether currently existing or hereafter incurred.




          SECTION 2.03. No Limitations. (a) Except for the termination or release of a Guarantor’s obligations hereunder as
expressly provided in Section 5.12, the obligations of each Guarantor hereunder shall not be
subject to any reduction, limitation, impairment or termination for any reason, including any claim
of waiver, release, surrender, alteration or compromise of any of the Guaranteed Obligations, and
shall not be subject to any defense or set-off, counterclaim, recoupment or termination whatsoever
by reason of the invalidity, illegality or unenforceability of any of the Guaranteed Obligations,
any impossibility in the performance of any of the Guaranteed Obligations or otherwise. Without
limiting the generality of the foregoing, except for the termination or release of its obligations
hereunder as expressly provided in Section 5.12, to the fullest extent permitted by applicable law,
the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise
affected by:





     (i) the failure of any Guaranteed Party or any other Person to assert any claim or
demand or to enforce any right or remedy under the provisions of any Loan Document or
otherwise;



 









 






     (ii) any rescission, waiver, amendment, restatement or modification of, or any release
from any of the terms or provisions of, any Loan Document or any other agreement, including
with respect to any other Guarantor under this Agreement;




     (iii) the release of, or any impairment of or failure to perfect any Lien on, any
security held by any Guaranteed Party for any of the Guaranteed Obligations;




     (iv) any default, failure or delay, willful or otherwise, in the performance of any of
the Guaranteed Obligations;




     (v) any other act or omission that may or might in any manner or to any extent vary the
risk of any Guarantor or otherwise operate as a discharge of any Guarantor as a matter of
law or equity (other than the payment in full in cash of all the Guaranteed Obligations);




     (vi) any illegality, lack of validity or lack of enforceability of any of the
Guaranteed Obligations;




     (vii) any change in the corporate existence, structure or ownership of any Loan Party,
or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Loan
Party or its assets or any resulting release or discharge of any of the Guaranteed
Obligations;




     (viii) the existence of any claim, set-off or other rights that any Guarantor may have
at any time against the Borrower, the Administrative Agent, any other Guaranteed Party or
any other Person, whether in connection with the Credit Agreement, the other Loan Documents
or any unrelated transaction;




     (ix) this Agreement having been determined (on whatsoever grounds) to be invalid,
non-binding or unenforceable against any other Guarantor ab initio or at any time after the
Effective Date;




     (x) the fact that any Person that, pursuant to the Loan Documents, was required to
become a party hereto may not have executed or is not effectually bound by this Agreement,
whether or not this fact is known to the Guaranteed Parties;




     (xi) any action permitted or authorized hereunder (other than as set out in Section
5.12); or




     (xii) any other circumstance (including any statute of limitations), or any existence
of or reliance on any representation by the Administrative Agent, any Guaranteed Party or
any other Person, that might otherwise constitute a defense to, or a legal or equitable
discharge of, the Borrower, any Guarantor or any other guarantor or surety (other than the
payment in full in cash of all the Guaranteed Obligations (excluding contingent
obligations)).



          Each Guarantor expressly authorizes the Guaranteed Parties to take and hold security in
accordance with the terms of the Loan Documents for the payment and performance of the Guaranteed
Obligations, to exchange, waive or release any or all such security (with or without
consideration), to enforce or apply such security and direct the order and manner of any sale
thereof in their sole discretion or to release or substitute any one or more other guarantors or
obligors upon or in respect of the Guaranteed Obligations, all without affecting the obligations of
any Guarantor hereunder.







 









 








          (b) To the fullest extent permitted by applicable law, each Guarantor waives any defense based
on or arising out of any defense of the Borrower or any other Loan Party or the unenforceability of
the Guaranteed Obligations or any part thereof from any cause, or the cessation from any cause of
the liability of the Borrower or any other Loan Party, other than the payment in full in cash of
all the Guaranteed Obligations (excluding contingent obligations). The Administrative Agent and
the other Guaranteed Parties may, at their election and in accordance with the terms of the Loan
Documents, foreclose on any security held by one or more of them by one or more judicial or
nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or
adjust any part of the Guaranteed Obligations, make any other accommodation with the Borrower or
any other Loan Party or exercise any other right or remedy available to them against the Borrower
or any other Loan Party, without affecting or impairing in any way the liability of any Guarantor
hereunder except to the extent the Guaranteed Obligations have been paid in full in cash (excluding
contingent obligations). To the fullest extent permitted by applicable law, each Guarantor waives
any defense arising out of any such election even though such election operates, pursuant to
applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right
or remedy of such Guarantor against the Borrower or any other Loan Party, as the case may be, or
any security.




          SECTION 2.04. Reinstatement. Each Guarantor agrees that, unless released pursuant to Section 5.12(b), its guarantee
hereunder shall continue to be effective or be reinstated, as the case may be, if at any time
payment, or any part thereof, of any Guaranteed Obligations is rescinded or must otherwise be
restored by any Guaranteed Party upon the bankruptcy or reorganization (or any analogous proceeding
in any jurisdiction) of the Borrower, any other Loan Party or otherwise.




          SECTION 2.05. Agreement to Pay; Subrogation. In furtherance of the foregoing and not in limitation of any other right that the
Administrative Agent or any other Guaranteed Party has at law or in equity against any Guarantor by
virtue hereof, upon the failure of the Borrower or any other Loan Party to pay any Guaranteed
Obligation when and as the same shall become due, whether at maturity, by acceleration, after
notice of prepayment or otherwise, each Guarantor hereby promises to and will forthwith pay, or
cause to be paid, to the Administrative Agent for distribution to the applicable Guaranteed Parties
in cash the amount of such unpaid Guaranteed Obligation. Upon payment by any Guarantor of any sums
to the Administrative Agent as provided above, all rights of such Guarantor against the Borrower or
any other Loan Party arising as a result thereof by way of right of subrogation, contribution,
reimbursement, indemnity or otherwise shall in all respects be subject to Article III.




          SECTION 2.06. Information. Each Guarantor assumes all responsibility for being and keeping itself informed of the
Borrower’s and each other Loan Party’s financial condition and assets, and of all other
circumstances bearing upon the risk of nonpayment of the Guaranteed Obligations and the nature,
scope and extent of the risks that such Guarantor assumes and incurs hereunder, and agrees that
none of the Guaranteed Parties will have any duty to advise such Guarantor of information known to
it or any of them regarding such circumstances or risks.




          SECTION 2.07. Payments Free of Taxes. Any and all payments by or on account of any obligation of any Guarantor hereunder or under
any other Loan Document shall be made without deduction for any Indemnified Taxes or Other Taxes on
the same terms and to the same extent that payments by the Borrower are required to be so made
pursuant to the terms of Section 2.17 of the Credit Agreement. The provisions of Section 2.17 of
the Credit Agreement shall apply to each Guarantor, mutatis mutandis.







 









 








ARTICLE III




Indemnity, Subrogation and Subordination



          SECTION 3.01. Indemnity and Subrogation. In addition to all such rights of indemnity and subrogation as the Guarantors may have
under applicable law (but subject to Section 3.03) in respect of any payment hereunder, the
Borrower agrees that (a) in the event a payment in respect of any Guaranteed Obligation of the
Borrower shall be made by any Guarantor under this Agreement, the Borrower shall indemnify such
Guarantor for the full amount of such payment and such Guarantor shall be subrogated to the rights
of the Person to whom such payment shall have been made to the extent of such payment and (b) in
the event any assets of any Guarantor shall be sold pursuant to any Security Document to satisfy in
whole or in part any Guaranteed Obligations owed to any Guaranteed Party, the Borrower shall
indemnify such Guarantor in an amount equal to the greater of the book value or the fair market
value of the assets so sold.




          SECTION 3.02. Contribution and Subrogation. Each Guarantor (a “Contributing Party”) agrees (subject to Section 3.03) that, in
the event a payment shall be made by any other Guarantor hereunder in respect of any Guaranteed
Obligations or assets of any other Guarantor shall be sold pursuant to any Security Document to
satisfy any Guaranteed Obligation owed to any Guaranteed Party and such other Guarantor (the
“Claiming Party”) shall not have been fully indemnified as provided in Section 3.01, the
Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such
payment or the greater of the book value or the fair market value of such assets, as the case may
be, in each case multiplied by a fraction of which the numerator shall be the net worth of the
Contributing Party on the date hereof (or, in the case of any Guarantor becoming a party hereto
pursuant to Section 5.13, the date of the Supplement executed and delivered by such Guarantor) and
the denominator shall be the aggregate net worth of all the Guarantors on the date hereof (or, in
the case of any Guarantor becoming a party hereto pursuant to Section 5.13, such other date). Any
Contributing Party making any payment to a Claiming Party pursuant to this Section 3.02 shall be
subrogated to the rights of such Claiming Party under Section 3.01 to the extent of such payment.




          SECTION 3.03. Subordination. (a) Notwithstanding any provision of this Agreement to the contrary, all rights of the
Guarantors under Sections 3.01 and 3.02 and all other rights of the Guarantors of indemnity,
contribution or subrogation under applicable law or otherwise shall be fully subordinated to the
payment in full in cash of all the Guaranteed Obligations. No failure on the part of the Borrower
or any Guarantor to make the payments required by Sections 3.01 and 3.02 (or any other payments
required under applicable law or otherwise) shall in any respect limit the obligations and
liabilities of any Guarantor with respect to its obligations hereunder, and each Guarantor shall
remain liable for the full amount of the obligations of such Guarantor hereunder.




          (b) Each Guarantor hereby agrees that upon the occurrence and during the continuance of an
Event of Default and after notice from the Administrative Agent (provided that no such
notice shall be required to be given in the case of any Event of Default arising under Section
7.01(h) or 7.01(i) of the Credit Agreement), all Indebtedness and other monetary obligations owed
by it to any Guarantor, or to it by any other Guarantor or any other Restricted Subsidiary shall be
fully subordinated to the payment in full in cash of all the Guaranteed Obligations.







 









 








ARTICLE IV




Representations and Warranties



          Each Subsidiary Guarantor represents and warrants to the Administrative Agent and the other
Guaranteed Parties that (a) the execution, delivery and performance by such Subsidiary Guarantor of
this Agreement have been duly authorized by all necessary corporate or other action and, if
required, action by the holders of such Subsidiary Guarantor’s Equity Interests, and that this
Agreement has been duly executed and delivered by such Subsidiary Guarantor and constitutes its
legal, valid and binding obligation, enforceable against it in accordance with its terms, subject
to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’
rights generally and subject to general principles of equity, regardless of whether considered in a
proceeding in equity or at law, and (b) all representations and warranties set forth in the Credit
Agreement as to such Subsidiary Guarantor are true and correct in all material respects;
provided that any representation and warranty that is qualified as to “materiality,”
“Material Adverse Effect” or similar language is true and correct in all respects (after giving
effect to such qualification).




ARTICLE V



Miscellaneous



          SECTION 5.01. Notices. All communications and notices hereunder shall (except as otherwise expressly permitted
herein) be in writing and given as provided in Section 9.01 of the Credit Agreement. All
communications and notices hereunder to any Subsidiary Guarantor shall be given to it in care of
the Borrower as provided in Section 9.01 of the Credit Agreement.




          SECTION 5.02. Waivers; Amendment. (a) No failure or delay by the Administrative Agent, any Issuing Bank or any Lender in
exercising any right or power hereunder or under any other Loan Document shall operate as a waiver
thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or
discontinuance of steps to enforce such a right or power, preclude any other or further exercise
thereof or the exercise of any other right or power. The rights and remedies of the Administrative
Agent, the Issuing Banks and the Lenders hereunder and under the other Loan Documents are
cumulative and are not exclusive of any rights or remedies that they would otherwise have. No
waiver of any provision of this Agreement or consent to any departure by any Loan Party therefrom
shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section
5.02, and then such waiver or consent shall be effective only in the specific instance and for the
purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or
issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of
whether the Administrative Agent, any Lender or any Issuing Bank may have had notice or knowledge
of such Default at the time. No notice or demand on any Loan Party in any case shall entitle any
Loan Party to any other or further notice or demand in similar or other circumstances.




          (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except
pursuant to an agreement or agreements in writing entered into by the Administrative Agent and the
Guarantor or Guarantors with respect to which such waiver, amendment or modification is to apply,
subject to any consent required in accordance with Section 9.02 of the Credit Agreement;
provided that the Administrative Agent may, without the consent of any Guaranteed Party,
consent to a departure by any Guarantor from any covenant of such Guarantor set forth herein to the
extent such departure is consistent with the authority of the Administrative Agent set forth in the
definition of the term “Collateral and Guarantee Requirement” in the Credit Agreement.







 









 








          SECTION 5.03. Administrative Agent’s Fees and Expenses; Indemnification. (a) Each Guarantor, jointly with the other Guarantors and severally, agrees to reimburse
the Administrative Agent for its fees and expenses incurred hereunder as provided in Section
9.03(a) of the Credit Agreement; provided that each reference therein to the “Borrower”
shall be deemed to be a reference to “each Guarantor.”




          (b) Without limitation of its indemnification obligations under the other Loan Documents, each
Guarantor, jointly with the other Guarantors and severally, agrees to indemnify the Administrative
Agent and the other Indemnitees against, and hold each Indemnitee harmless from, any and all
losses, claims, damages, liabilities and reasonable and documented or invoiced out-of-pocket fees
and expenses of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee by
any third party or by Holdings, the Borrower or any Subsidiary arising out of, in connection with,
or as a result of, the execution, delivery or performance of this Agreement or any actual or
prospective claim, litigation, investigation or proceeding relating to any of the foregoing,
whether brought by a third party or by Holdings, the Borrower or any Subsidiary and regardless of
whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to
any Indemnitee, be available to the extent that such losses, claims, damages, liabilities, costs or
related expenses (w) resulted from the gross negligence, bad faith or willful misconduct of such
Indemnitee or its Related Parties (as determined by a court of competent jurisdiction in a final
and non-appealable judgment), (x) resulted from a material breach of a material obligation under
the Loan Documents by such Indemnitee or its Related Parties (as determined by a court of competent
jurisdiction in a final and non-appealable judgment), (y) arise from disputes between or among
Indemnitees that do not involve an act or omission by Holdings, the Borrower or any Restricted
Subsidiary other than against any of the Administrative Agent or any Joint Bookrunner in their
capacities as such or (z) relate to Tax Matters.




          (c) To the fullest extent permitted by applicable law, no Guarantor shall assert, and each
Guarantor hereby waives, any claim against any Indemnitee (i) for any damages arising from the use
by unintended recipients of information or other materials distributed to such unintended
recipients by such Indemnitee through telecommunications, electronic or other information
transmission systems (including the Internet) in connection with this Agreement or the other Loan
Documents or the transactions contemplated hereby or thereby; provided that such indemnity
shall not, as to any Indemnitee, be available to the extent that such damages are determined by a
court of competent jurisdiction in a final and non-appealable judgment to have resulted from the
gross negligence, bad faith or willful misconduct of, or a material breach of the Loan Documents
by, such Indemnitee or its Related Parties (as determined by a court of competent jurisdiction in a
final and non-appealable judgment), or (ii) on any theory of liability, for special, indirect,
consequential or punitive damages (as opposed to direct or actual damages) arising out of, in
connection with, or as a result of this Agreement, any Loan Document or any agreement or instrument
contemplated hereby or thereby, the Transactions, any Loan or Letter of Credit or the use of the
proceeds thereof.




          (d) The provisions of this Section 5.03 shall remain operative and in full force and effect
regardless of the termination of this Agreement or any other Loan Document, the consummation of the
transactions contemplated hereby or thereby, the repayment of any of the Guaranteed Obligations,
the invalidity or unenforceability of any term or provision of this Agreement or any other Loan
Document, or any investigation made by or on behalf of any Guaranteed Party. All amounts due under
this Section shall be payable not later than 10 Business Days after written demand therefore;
provided, however, any Indemnitee shall promptly refund an indemnification payment
received hereunder to the extent that there is a final judicial determination that such Indemnitee
was not entitled to indemnification with respect to such payment pursuant to this Section 5.03.
Any such amounts payable as provided hereunder shall be additional Guaranteed Obligations.







 









 








          SECTION 5.04. Successors and Assigns. Whenever in this Agreement any of the parties hereto is referred to, such reference shall
be deemed to include the permitted successors and assigns of such party; and all covenants,
promises and agreements by or on behalf of any Guarantor or the Administrative Agent that are
contained in this Agreement shall bind and inure to the benefit of their respective successors and
assigns.




          SECTION 5.05. Survival of Agreement. All covenants, agreements, representations and warranties made by the Loan Parties in this
Agreement or any other Loan Document and in the certificates or other instruments delivered in
connection with or pursuant to this Agreement or any other Loan Document shall be considered to
have been relied upon by the Guaranteed Parties and shall survive the execution and delivery of the
Loan Documents and the making of any Loans and issuance of any Letters of Credit, regardless of any
investigation made by or on behalf of any Guaranteed Party and notwithstanding that the
Administrative Agent, any Issuing Bank, any Lender or any other Guaranteed Party may have had
notice or knowledge of any Default or incorrect representation or warranty at the time any credit
is extended under the Credit Agreement or any other Loan Document, and shall continue in full force
and effect until such time as (a) all the Loan Document Obligations (including LC Disbursements, if
any, but excluding contingent obligations) have been paid in full in cash, (b) all Commitments have
terminated or expired and (c) the LC Exposure has been reduced to zero (including as a result of
obtaining the consent of the applicable Issuing Bank as described in Section 9.05 of the Credit
Agreement).




          SECTION 5.06. Counterparts; Effectiveness; Several Agreement. This Agreement may be executed in counterparts (and by different parties hereto on
different counterparts), each of which shall constitute an original but all of which when taken
together shall constitute a single contract. Delivery of an executed signature page to this
Agreement by facsimile or other electronic transmission shall be effective as delivery of a
manually signed counterpart of this Agreement. This Agreement shall become effective as to any
Guarantor when a counterpart hereof executed on behalf of such Guarantor shall have been delivered
to the Administrative Agent and a counterpart hereof shall have been executed on behalf of the
Administrative Agent, and thereafter shall be binding upon such Guarantor and the Administrative
Agent and their respective permitted successors and assigns, and shall inure to the benefit of such
Guarantor, the Administrative Agent and the other Guaranteed Parties and their respective
successors and assigns, except that no Guarantor shall have the right to assign or transfer its
rights or obligations hereunder or any interest herein (and any such assignment or transfer shall
be void) except as expressly provided in this Agreement and the Credit Agreement. This Agreement
shall be construed as a separate agreement with respect to each Guarantor and may be amended,
modified, supplemented, waived or released with respect to any Guarantor without the approval of
any other Guarantor and without affecting the obligations of any other Guarantor hereunder.




          SECTION 5.07. Severability. Any provision of this Agreement held to be invalid, illegal or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity,
illegality or unenforceability without affecting the validity, legality and enforceability of the
remaining provisions hereof; and the invalidity of a particular provision in a particular
jurisdiction shall not invalidate such provision in any other jurisdiction. The parties hereto
shall endeavor in good faith negotiations to replace any invalid, illegal or unenforceable
provisions with valid, legal and enforceable provisions the economic effect of which comes as close
as reasonably possible to that of the invalid, illegal or unenforceable provisions.




          SECTION 5.08. Right of Set-Off. If an Event of Default shall have occurred and be continuing, each Lender, each Issuing
Bank and each of their respective Affiliates is hereby authorized at any time and from time to
time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or
special, time or demand, provisional or final, in whatever currency) at any time held and other
obligations (in whatever currency) at any time owing by such Lender, such Issuing Bank or any






 









 







such Affiliate to or for the credit or the account of any Guarantor against any of and all the
obligations of such Guarantor then due and owing under this Agreement held by such Lender or such
Issuing Bank, irrespective of whether or not such Lender or such Issuing Bank shall have made any
demand under this Agreement and although (i) such obligations may be contingent or unmatured and
(ii) such obligations are owed to a branch or office of such Lender or such Issuing Bank different
from the branch or office holding such deposit or obligated on such Indebtedness. The applicable
Lender or Issuing Bank shall notify the applicable Guarantor and the Administrative Agent of such
setoff and application; provided that any failure to give or any delay in giving such
notice shall not affect the validity of any such setoff and application under this Section 5.08.
The rights of each Lender, each Issuing Bank and their respective Affiliates under this Section
5.08 are in addition to other rights and remedies (including other rights of setoff) that such
Lender, such Issuing Bank and their respective Affiliates may have.




          SECTION 5.09. Governing Law; Jurisdiction; Consent to Service of Process; Appointment of
Service of Process Agent. (a) This Agreement shall be construed and enforced in accordance with and governed by the
laws of the State of New York.





     (b) Each party hereto hereby irrevocably and unconditionally:




     (i) submits for itself and its property in any legal action or proceeding relating to
this Agreement and the other Loan Documents to which it is a party, or for recognition and
enforcement of any judgment in respect thereof, to the general jurisdiction of the Supreme
Court of the State of New York for the County of New York (the “New York Supreme
Court”), and the United States District Court for the Southern District of New York (the
“Federal District Court,” and together with the New York Supreme Court, the “New
York Courts”), and appellate courts from either of them;




     (ii) consents that any such action or proceeding may be brought in such courts and
waives, to the maximum extent not prohibited by law, any objection that it may now or
hereafter have to the venue of any such action or proceeding in any such court or that such
action or proceeding was brought in an inconvenient forum and agrees not to plead or claim
the same;




     (iii) agrees that the New York Courts and appellate courts from either of them shall be
the exclusive forum for any legal action or proceeding relating to this Agreement and the
other Loan Documents to which it is a party, and that it shall not initiate (or collusively
assist in the initiation or prosecution of) any such action or proceeding in any court other
than the New York Courts and appellate courts from either of them; provided that




     (A) if all such New York Courts decline jurisdiction over any Person, or
decline (or in the case of the Federal District Court, lack) jurisdiction over the
subject matter of such action or proceeding, a legal action or proceeding may be
brought with respect thereto in another court having such jurisdiction;




     (B) in the event that a legal action or proceeding is brought against any party
hereto or involving any of its property or assets in another court (without any
collusive assistance by such party or any of its Subsidiaries or Affiliates), such
party shall be entitled to assert any claim or defense (including any claim or
defense that this Section 5.09(b)(iii) would otherwise require to be asserted in a
legal action or proceeding in a New York Court) in any such action or proceeding;




     (C) the Administrative Agent and the Lenders may bring any legal action or
proceeding against any Guarantor in any jurisdiction in connection with the exercise
of



 









 






any rights under this Agreement and the other Security Documents; provided that
any Guarantor shall be entitled to assert any claim or defense (including any claim
or defense that this Section 5.09(b)(iii) would otherwise require to be asserted in
a legal action or proceeding in a New York Court) in any such action or proceeding;
and




     (D) any party hereto may bring any legal action or proceeding in any
jurisdiction for the recognition and enforcement of any judgment;




     (iv) agrees that service of process in any such action or proceeding may be effected by
mailing a copy thereof by registered or certified mail (or any substantially similar form of
mail), postage prepaid, to the Borrower, the applicable Lender or the Administrative Agent,
as the case may be, in the manner provided for notices in Section 5.01 or at such other
address of which the Administrative Agent, any such Lender and the Borrower shall have been
notified pursuant thereto; and




     (v) agrees that nothing herein shall affect the right to effect service of process in
any other manner permitted by law or (subject to the preceding clause (iii)) shall limit the
right to sue in any other jurisdiction.



          (c) Each Intermediate Parent and each Subsidiary Guarantor hereby irrevocably designates,
appoints and empowers the Borrower as its designee, appointee and agent to receive, accept and
acknowledge for and on its behalf, and in respect of its property, service of any and all legal
process, summons, notices and documents that may be served in any such action or proceeding.




          SECTION 5.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY
RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF
OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR
THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES
THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR
OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE
FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO
ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS
AND CERTIFICATIONS IN THIS SECTION 5.10.




          SECTION 5.11. Headings. Article and Section headings and the Table of Contents used herein are for convenience of
reference only, are not part of this Agreement and shall not affect the construction of, or to be
taken into consideration in interpreting, this Agreement.




          SECTION 5.12. Termination or Release. (a) Subject to Section 2.04, this Agreement and the Guarantees made herein shall terminate
when (i) all the Loan Document Obligations (including all LC Disbursements, if any, but excluding
contingent obligations) have been paid in full in cash, (ii) all Commitments have terminated or
expired and (iii) the LC Exposure has been reduced to zero (including as a result of obtaining the
consent of the applicable Issuing Bank as described in Section 9.05 of the Credit Agreement).




          (b) The guarantee of any Person that becomes a Successor Borrower in accordance with
Section 6.03(a)(iv) of the Credit Agreement shall terminate and be released at the time such Person
becomes a Successor Borrower.







 









 








          (c) The guarantees made herein shall also terminate and be released at the time or times
and in the manner set forth in Section 9.15 of the Credit Agreement.




          (d) In connection with any termination or release pursuant to paragraph (a) or (b) of this
Section, the Administrative Agent shall execute and deliver to any Loan Party, at such Loan Party’s
expense, all documents that such Loan Party shall reasonably request to evidence such termination
or release so long as the applicable Loan Party shall have provided the Administrative Agent such
certifications or documents as the Administrative Agent shall reasonably request in order to
demonstrate compliance with this Section 5.12. Any execution and delivery of documents by the
Administrative Agent pursuant to this Section 5.12 shall be without recourse to or warranty by the
Administrative Agent.




          SECTION 5.13. Additional Guarantors. Pursuant to the Credit Agreement, additional Intermediate Parents and Subsidiaries may be
required to become Guarantors after the date hereof. Upon execution and delivery by the
Administrative Agent and an Intermediate Parent or a Subsidiary, as applicable, of a Supplement,
any such Intermediate Parent or Subsidiary shall become a Guarantor hereunder with the same force
and effect as if originally named as such herein. The execution and delivery of any such
instrument shall not require the consent of any other Guarantor hereunder. The rights and
obligations of each Guarantor hereunder shall remain in full force and effect notwithstanding the
addition of any Intermediate Parent and Subsidiary as a party to this Agreement.




[Signature Pages Follow]






 









 








          IN WITNESS WHEREOF, the parties hereto have duly executed this Master Guarantee Agreement as
of the day and year first above written.




	 	 	 	 	 	 	 	 	 
	 	 	STERLING PARENT INC.	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By	 	/s/ Christopher C. Ragona	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Christopher C. Ragona	 	 
	 

	 	 	 	Title:
	 	Vice President, Secretary and Treasurer	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	SRA INTERNATIONAL, INC.	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By	 	/s/ Richard J. Nadeau	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Richard J. Nadeau	 	 
	 

	 	 	 	Title:
	 	Chief Financial Officer and Treasurer	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	SYSTEMS RESEARCH AND APPLICATIONS CORPORATION	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	PLATINUM SOLUTIONS, INC.	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	PERRIN QUARLES ASSOCIATES, INC.	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	RABA TECHNOLOGIES, LLC	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	CMA GOVERNMENT SOLUTIONS, INC.	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	SENTECH HOLDINGS, INC.	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	SENTECH, INC.	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	INTERFACE AND CONTROL SYSTEMS, INC.	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	TOUCHSTONE CONSULTING GROUP, INC.	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	CONSTELLA GROUP, LLC	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By	 	/s/ Richard J. Nadeau	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Richard J. Nadeau	 	 
	 

	 	 	 	Title:
	 	Chief Financial Officer and Treasurer	 	 






 









 






	 	 	 	 	 	 	 	 	 
	 	 	CITIBANK, N.A., as Administrative Agent	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By	 	/s/ Justin Tichauer	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Justin Tichauer	 	 
	 

	 	 	 	Title:
	 	Vice President	 	 






 









 





			
	 
	 	Schedule I to

the Master Guarantee Agreement






INITIAL SUBSIDIARY GUARANTORS




Systems Research and Applications Corporation

Platinum Solutions, Inc.

Perrin Quarles Associates, Inc.

Raba Technologies, LLC

CMA Government Solutions, Inc.

SENTECH Holdings, Inc.

SENTECH, INC.

Interface and Control Systems, Inc.

Touchstone Consulting Group, Inc.

Constella Group, LLC




 









 





			
	 
	 	Exhibit A to

the Master Guarantee Agreement






          SUPPLEMENT NO. __ dated as of [ ], 20[ ] to the Master Guarantee Agreement dated as of July
20, 2011, among STERLING PARENT INC. (“Holdings”), SRA INTERNATIONAL, INC. (the
“Borrower”), the other subsidiaries of Holdings party thereto (Holdings and such
subsidiaries of Holdings (other than the Borrower) being collectively referred to as the
“Guarantors”) and CITIBANK, N.A., as Administrative Agent.




          A. Reference is made to the Credit Agreement dated as of July 20, 2011 (as amended,
supplemented or otherwise modified from time to time, the “Credit Agreement”), among
Holdings, the Borrower (as successor by merger to Sterling Merger Inc.), the Lenders party thereto
and Citibank, N.A., as Administrative Agent.




          B. Capitalized terms used herein and not otherwise defined herein shall have the meanings
assigned to such terms in the Credit Agreement and the Guarantee Agreement referred to therein, as
applicable.




          C. The Guarantors and the Borrower have entered into the Guarantee Agreement in order to
induce the Lenders and the Issuing Banks to extend credit to the Borrower. Section 5.13 of the
Guarantee Agreement provides that additional Intermediate Parents and Subsidiaries may become
Guarantors under the Guarantee Agreement by execution and delivery of an instrument in the form of
this Supplement. The undersigned Intermediate Parent or Subsidiary (the “New Guarantor”)
is executing this Supplement to become a Guarantor under the Guarantee Agreement in order to induce
the Lenders and the Issuing Banks to make additional extensions of credit under the Credit
Agreement and as consideration for such extensions of credit previously issued.




          Accordingly, the Administrative Agent and the New Guarantor agree as follows:




          SECTION 1. In accordance with Section 5.13 of the Guarantee Agreement, the New Guarantor by
its signature below becomes a Guarantor under the Guarantee Agreement with the same force and
effect as if originally named therein as a Guarantor, and the New Guarantor hereby agrees to all
the terms and provisions of the Guarantee Agreement applicable to it as a Guarantor thereunder.
Each reference to a “Subsidiary Guarantor” or a “Guarantor” in the Guarantee Agreement shall be
deemed to include the New Guarantor. The Guarantee Agreement is hereby incorporated herein by
reference.




          SECTION 2. The New Guarantor represents and warrants to the Administrative Agent and the other
Guaranteed Parties that (a) the execution, delivery and performance by the New Guarantor of this
Supplement have been duly authorized by all necessary corporate or other action and, if required,
action by the holders of such New Guarantor’s Equity Interests, and that this Supplement has been
duly executed and delivered by the New Guarantor and constitutes its legal, valid and binding
obligation, enforceable against it in accordance with its terms, subject to applicable bankruptcy,
insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and
subject to general principles of equity, regardless of whether considered in a proceeding in equity
or at law, and (b) all representations and warranties set forth in the Credit Agreement as to the
New Guarantor are true and correct in all material respects as of the date hereof; provided
that, to the extent such representations and warranties specifically refer to an earlier date, they
are true and correct in all material respects as of such earlier date; provided,
further that any representation and warranty that is qualified as to “materiality,”
“Material Adverse Effect” or similar language is true and correct in all respects (after giving
effect to such qualification).







 









 








          SECTION 3. This Supplement may be executed in counterparts (and by different parties hereto on
different counterparts), each of which shall constitute an original but all of which when taken
together shall constitute a single contract. Delivery of an executed signature page to this
Supplement by facsimile or other electronic transmission shall be effective as delivery of a
manually signed counterpart of this Supplement. This Supplement shall become effective as to the
New Guarantor when a counterpart hereof executed on behalf of the New Guarantor shall have been
delivered to the Administrative Agent and a counterpart hereof shall have been executed on behalf
of the Administrative Agent, and thereafter shall be binding upon the New Guarantor and the
Administrative Agent and their respective permitted successors and assigns, and shall inure to the
benefit of the New Guarantor, the Administrative Agent and the other Guaranteed Parties and their
respective successors and assigns, except that the New Guarantor shall not have the right to assign
or transfer its rights or obligations hereunder or any interest herein (and any such assignment or
transfer shall be void) except as expressly provided in this Supplement, the Guarantee Agreement
and the Credit Agreement.




          SECTION 4. Except as expressly supplemented hereby, the Guarantee Agreement shall remain in
full force and effect.




          SECTION 5. THIS SUPPLEMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH AND GOVERNED BY
THE LAWS OF THE STATE OF NEW YORK.




          SECTION 6. Any provision of this Supplement held to be invalid, illegal or unenforceable in
any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity,
illegality or unenforceability without affecting the validity, legality and enforceability of the
remaining provisions hereof; and the invalidity of a particular provision in a particular
jurisdiction shall not invalidate such provision in any other jurisdiction. The parties hereto
shall endeavor in good faith negotiations to replace any invalid, illegal or unenforceable
provisions with valid, legal and enforceable provisions the economic effect of which comes as close
as reasonably possible to that of the invalid, illegal or unenforceable provisions.




          SECTION 7. All communications and notices hereunder shall be in writing and given as provided
in Section 5.01 of the Guarantee Agreement.




          SECTION 8. The New Guarantor agrees to reimburse the Administrative Agent for its fees and
expenses incurred hereunder and under the Guarantee Agreement as provided in Section 9.03(a) of the
Credit Agreement; provided that each reference therein to the “Borrower” shall be deemed to
be a reference to “the New Guarantor.”




          SECTION 9. The New Guarantor is a [company] duly [incorporated] under the law of [name of
relevant jurisdiction].









 









 








          IN WITNESS WHEREOF, the New Guarantor and the Administrative Agent have duly executed this
Supplement to the Master Guarantee Agreement as of the day and year first above written.




	 	 	 	 	 	 	 

	 	 	[NAME OF NEW GUARANTOR],	 	 
	 
	 	 	 	 	 	 
	 

	 	By	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	CITIBANK, N.A., as Administrative Agent, on behalf of
itself and the other Guaranteed Parties,
	 
	 	 	 	 	 	 
	 

	 	By	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title: