127
Section 13.09
Counterparts
128
Section 13.10
[Reserved]
128
Section 13.11
Headings Descriptive
128
Section 13.12
Amendment or Waiver; etc.
128
Section 13.13
Survival
130
Section 13.14
Domicile of Loans
130
Section 13.15
Register
130
Section 13.16
Confidentiality
131
Section 13.17
USA Patriot Act Notice
131
Section 13.18
[Reserved]
132
Section 13.19
Waiver of Sovereign Immunity
132
Section 13.20
[Reserved]
132
Section 13.21
INTERCREDITOR AGREEMENT
132
Section 13.22
Absence of Fiduciary Relationship
132
Section 13.23
Electronic Execution of Assignments and Certain Other Documents
133
Section 13.24
Entire Agreement
133
Section 13.25
Acknowledgement and Consent to Bail-In of EEA Financial Institutions
133
ARTICLE 14
Credit Agreement Party Guaranty
133
Section 14.01
The Guaranty
133
Section 14.02
Bankruptcy
134
Section 14.03
Nature of Liability
134
Section 14.04
Independent Obligation
134
Section 14.05
Authorization
134
Section 14.06
Reliance
135
Section 14.07
Subordination
135
Section 14.08
Waiver
135
Section 14.09
Maximum Liability
136
Section 14.10
Payments
136
Section 14.11
Keepwell
136
-iv-
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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
-v-
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THIS REVOLVING CREDIT AGREEMENT, dated as of October 20, 2016, among SHAY
INTERMEDIATE HOLDING II CORPORATION, a Delaware corporation ("Holdings"), PAE
HOLDING CORPORATION, a Delaware corporation (the "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 $45,000,000 and
(c) the Borrowers have requested