Etc.
110
12.6
Severability
110
12.7
Duration; Survival
110
12.8
Successors and Assigns
110
12.8.1
Successors and Assigns Generally
110
12.8.2
Assignments by Lenders
110
12.8.3
Register
112
12.8.4
Participations
112
12.8.5
Certain Pledges; Successors and Assigns Generally
113
12.9
Confidentiality
114
12.9.1
General
114
12.9.2
Sharing Information With Affiliates of the Lenders
114
12.10
Counterparts; Integration; Effectiveness
114
12.10.1
Counterparts; Integration; Effectiveness
114
12.10.2
Electronic Execution of Assignments
115
12.11
CHOICE OF LAW; SUBMISSION TO JURISDICTION; WAIVER OF VENUE;
SERVICE OF PROCESS; WAIVER OF JURY TRIAL
115
12.11.1
Governing Law
115
12.11.2
SUBMISSION TO JURISDICTION
115
12.11.3
WAIVER OF VENUE
116
12.11.4
SERVICE OF PROCESS
116
12.11.5
WAIVER OF JURY TRIAL
116
12.12
USA Patriot Act Notice
116
12.13
Payment of
Debt; Joint and Several Obligations; Borrowing Agency; Bifurcation of
Obligations
116
12.13.1
US Revolving Borrowers
117
12.13.2
Canadian Revolving Borrowers
117
12.13.3
Designation of Borrowing Agent; Nature of Borrowing Agency
117
12.13.4
Bifurcation of Obligations
117
- vi -
12.14
Additional Waivers of Borrowers
118
12.15
Joinder
119
12.16
Canadian Anti-Money Laundering Legislation
119
12.17
Acknowledgment and Consent to Bail-In of EEA Financial Institutions
120
12.18
No Advisory or Fiduciary Responsibility
121
- 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 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
ASSOCIATION, in its capacity as the Administrative Agent (as hereinafter
defined).
The Borrowers have requested the Lenders to provide (i) a revolving credit
facility to the Revolving Borrowers (as hereinafter defined) in an aggregate
principal amount, subject to Section 2.9 [Increase in Revolving