13.25
Acknowledgement and Consent to Bail-In of EEAAffected
Financial Institutions
140
Section 13.26 Acknowledgement Regarding any Supported QFCs
141140
ARTICLE 14
Credit Agreement Party Guaranty
142141
Section 14.01
The Guaranty
142141
Section 14.02
Bankruptcy
142
Section 14.03
Nature of Liability
142
Section 14.04
Independent Obligation
143142
Section 14.05
Authorization
143142
Section 14.06
Reliance
144143
Section 14.07
Subordination
144143
Section 14.08
Waiver
144143
Section 14.09
Maximum Liability
145144
Section 14.10
Payments
145144
Section 14.11
Keepwell
145144
-5-
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SCHEDULE 1.01(A)
Designated Account Debtors
SCHEDULE 1.01(B)
Unrestricted Subsidiaries
SCHEDULE 1.01(C)
Existing Joint Ventures
SCHEDULE 1.02
Existing Letters of Credit
SCHEDULE 2.01
Commitments
SCHEDULE 8.12
[Reserved]
SCHEDULE 8.14
Subsidiaries
SCHEDULE 8.19
Labor Matters
SCHEDULE 8.21
Legal Names; Types of Organization (and Whether Registered
Organization); Jurisdiction of Organization, etc.
SCHEDULE 9.13
Post-Closing Actions
SCHEDULE 9.17(a)
Deposit Accounts
SCHEDULE 9.17(f)
Government Contracts
SCHEDULE 10.01(iii)
Existing Liens
SCHEDULE 10.04
Existing Indebtedness
SCHEDULE 10.05(iii)
Existing Investments
SCHEDULE 10.06(x)
Affiliate Transactions
SCHEDULE 13.03
Lender Addresses
EXHIBIT A-1
Form of Notice of Borrowing
EXHIBIT A-2
Form of Notice of Conversion/Continuation
EXHIBIT B-1
Form of Revolving Note
EXHIBIT B-2
Form of Swingline Note
EXHIBIT C
Form of U.S. Tax Compliance Certificate
EXHIBIT D
Form of Notice of Secured Bank Product Provider
EXHIBIT E
Form of Secretary's Certificate
EXHIBIT F
Form of Pledge Agreement
EXHIBIT G
Form of Security Agreement
EXHIBIT H
Form of Subsidiaries Guaranty
EXHIBIT I
Form of Solvency Certificate
EXHIBIT J
Form of Compliance Certificate
EXHIBIT K
Form of Assignment and Assumption Agreement
EXHIBIT L
Form of Intercreditor Agreement
EXHIBIT M
Form of Administrative Questionnaire
-6-
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THIS REVOLVING CREDIT AGREEMENT, dated as of October 20, 2016, amended by
Amendment No. 1 on June 12, 2017, amended by Amendment No. 2 on January 31, 2020
and as amended on the Amendment No. 23 Effective Date, among PAE INCORPORATED, a
Delaware corporation (the "Amendment No. 3 Effective Date Lead Borrower" or
"Holdings"), SHAY INTERMEDIATE HOLDING II CORPORATION, a Delaware corporation ("
("Intermediate Holdings"), PAE HOLDING CORPORATION, a Delaware corporation (the
"Existing Lead Borrower"), each of the other Borrowers (as hereinafter defined),
the Lenders party hereto from time to time and BANK OF AMERICA, N.A., as the
Administrative Agent, the Collateral Agent, the Issuing Bank and the Swingline
Lender. All capitalized terms used herein and defined in Section 1 are used
herein as therein defined.
W I T N E S S E T H:
WHEREAS, (a) the Borrowers have requested that the Lenders extend credit in the
form of Revolving Loans in an aggregate principal amount at any time outstanding
not to exceed $100,000,000 (or such higher amount as permitted hereunder), (b)
the Borrowers have requested that the Issuing Bank issue Letters of Credit in an
aggregate stated amount at any time outstanding not to exceed $100,000,000 and
(c) the Borrowers have requested that the Swingline Lender extend credit in the
form of Swingline Loans in an aggregate principal amount at any time outstanding
not to exceed $25,000,000.
WHEREAS, on the Closing Date, the Lead Borrower entered into (x)