Loan Parties
104110
12.3.3
Reimbursement by Lenders
105111
12.3.4
Waiver of
Consequential Damages, Etc.
105111
12.3.5
Payments
105111
12.3.6
Survival
105111
12.4
Holidays
105112
12.5
Notices; Effectiveness; Electronic Communication
106112
12.5.1
Notices Generally
106112
12.5.2
Electronic
Communications
106112
12.5.3
Change of Address, Etc
106113
12.6
Severability
106113
12.7
Duration; Survival
107113
12.8
Successors and Assigns
107113
12.8.1
Successors and Assigns Generally
107113
12.8.2
Assignments by
Lenders
107113
12.8.3
Register
109115
12.8.4
Participations
109115
12.8.5
Certain Pledges; Successors and
Assigns Generally
110116
12.9
Confidentiality
110116
12.9.1
General
110116
12.9.2
Sharing Information With
Affiliates of the Lenders
111117
12.10
Counterparts; Integration;
Effectiveness
111117
12.10.1
Counterparts; Integration;
Effectiveness
111117
12.10.2
Electronic Execution of Assignments
111117
12.11
CHOICE OF LAW; SUBMISSION TO JURISDICTION; WAIVER OF
VENUE; SERVICE OF PROCESS; WAIVER OF JURY TRIAL
112118
12.11.1
Governing Law
112118
12.11.2
SUBMISSION TO JURISDICTION
112118
12.11.3
WAIVER OF VENUE
112118
12.11.4
SERVICE
OF PROCESS
113118
12.11.5
WAIVER OF JURY TRIAL
113119
12.12
USA Patriot Act Notice
113119
12.13
Payment of Debt; Joint
and Several Obligations; Borrowing Agency; Bifurcation of Obligations
113119
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12.13.1
US Revolving Borrowers
113119
12.13.2
Canadian
Revolving Borrowers
113119
12.13.3
Designation of Borrowing
Agent; Nature of Borrowing Agency
114119
12.13.4
Bifurcation of
Obligations
114120
12.14
Additional Waivers of Borrowers
114120
12.15
Joinder
115121
12.16
Canadian
Anti-Money Laundering Legislation
116122
12.17
Acknowledgment
and Consent to Bail-In of EEA Financial Institutions
116122
12.18
No Advisory or Fiduciary Responsibility
117123
- vii -
--------------------------------------------------------------------------------
LIST OF SCHEDULES AND EXHIBITS
SCHEDULES
SCHEDULE 1.1(A)
-
PRICING GRID SCHEDULE 1.1(B)
-
COMMITMENTS
OF LENDERS AND ADDRESSES FOR NOTICES SCHEDULE 1.1(E)
-
EXISTING LETTERS OF
CREDIT SCHEDULE 1.1(P)
-
PERMITTED LIENS SCHEDULE 7.1.2
-
CAPITALIZATION; SUBSIDIARIES SCHEDULE 9.2.1
-
PERMITTED INDEBTEDNESS
EXHIBITS
EXHIBIT 1.1(A)
-
ASSIGNMENT AND ASSUMPTION AGREEMENT
EXHIBIT 1.1(B)
-
BORROWER JOINDER EXHIBIT 1.1(G)
-
GUARANTOR JOINDER
EXHIBIT 1.1(L)
-
LENDER JOINDER EXHIBIT 1.1(N)(1)
-
REVOLVING CREDIT
NOTE EXHIBIT 1.1(N)(2)
-
SWING LOAN NOTE EXHIBIT 1.1(N)(3)
-
TERM
NOTE EXHIBIT 1.1(N)(4)
-
DELAYED DRAW TERM NOTE EXHIBIT 2.4.1
-
LOAN
REQUEST EXHIBIT 2.4.2
-
SWING LOAN REQUEST EXHIBIT 4.4
-
DELAYED
DRAW TERM LOAN REQUEST EXHIBIT 6.9.7(A)
-
U.S. TAX COMPLIANCE CERTIFICATE
(For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax
Purposes) EXHIBIT 6.9.7(B)
-
U.S. TAX COMPLIANCE CERTIFICATE (For Foreign
Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes)
EXHIBIT 6.9.7(C)
-
U.S. TAX COMPLIANCE CERTIFICATE (For Foreign
Participants That Are Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT
6.9.7(D)
-
U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are
Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 9.2.6
-
ACQUISITION COMPLIANCE CERTIFICATE EXHIBIT 9.3.3
-
QUARTERLY COMPLIANCE
CERTIFICATE EXHIBIT 9.3.4
-
BORROWING BASE CERTIFICATE
- viii -
--------------------------------------------------------------------------------
CREDIT AGREEMENT
THIS CREDIT AGREEMENT is originally dated as of July 13, 2017, and is made by
and among MASTECH DIGITAL, INC., a Pennsylvania corporation ("MDI"), each of the
other BORROWERS (as hereinafter defined), each of the GUARANTORS (as hereinafter
defined), the LENDERS (as hereinafter defined), and PNC BANK, NATIONAL