Post-Closing Actions SCHEDULE10.01(iii)
Existing Liens
SCHEDULE10.04
Existing Indebtedness SCHEDULE10.05(iii)
Existing Investments
SCHEDULE10.06(x)
Affiliate Transactions SCHEDULE13.03
Lender Addresses
EXHIBIT A-1
Form of Notice of Borrowing EXHIBIT A-2
Form of Notice of
Conversion/Continuation EXHIBIT B
Form of Term Note EXHIBIT C
Form of U.S.
Tax Compliance Certificate EXHIBIT D
Form of Administrative Questionnaire
EXHIBIT E
Form of Officers' 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 Incremental Term Loan Commitment Agreement EXHIBIT M
Form of ABL
Intercreditor Agreement EXHIBIT N
Form of First Lien/Second Lien Intercreditor
Agreement
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THIS SECOND LIEN TERM LOAN CREDIT AGREEMENT, dated as of October 20, 2016, among
SHAY INTERMEDIATE HOLDING II CORPORATION ("Holdings"), PAE HOLDING CORPORATION
("PAE" or the "Lead Borrower"), each Subsidiary Borrower party hereto from time
to time, the Lenders party hereto from time to time and BANK OF AMERICA, N.A.,
as the Administrative Agent. 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, the Borrowers have requested that the Lenders make Initial Term Loans
hereunder in the amount of $210,000,000 under this Agreement.
WHEREAS, the proceeds of the Initial Term Loans together with the proceeds of
the initial term loans under the First Lien Term Loan Credit Agreement and
revolving loans under the ABL Credit Agreement will be used by the Lead Borrower
to finance the repayment of all amounts outstanding under the Existing Credit
Agreement, to pay the Special Dividend, for other general corporate purposes,
corporate transactions, and to pay the Transaction Costs.
WHEREAS, the Lenders have indicated their willingness to lend on the terms and
subject to the conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein
contained, the parties hereto covenant and agree as follows:
Section 1. Definitions and Accounting Terms.
1.01 Defined Terms. As used in this Agreement, the following terms shall have
the following meanings:
"ABL Collateral Agent" shall mean Bank of America, N.A., as collateral agent
under the ABL Credit Agreement or any successor thereto acting in such capacity.
"ABL Credit Agreement" shall mean (i) that certain asset-based revolving credit
agreement, as in effect on the Closing Date and as the same may be amended,
amended and restated, modified, supplemented, extended or renewed from time to
time in accordance with the terms hereof (including by reference to the ABL
Intercreditor Agreement) and thereof, among Holdings, the Lead Borrower, the
other borrowers party thereto, certain lenders party thereto and Bank of
America, as the administrative agent, and (ii) any other credit agreement, loan
agreement, note agreement, promissory note, indenture or other agreement or
instrument evidencing or governing the terms of any Indebtedness or other
financial accommodation that has been incurred to refinance (subject to the
limitations set forth herein