14.08
Waiver
131- 132 -
14.09
Maximum Liability
132- 132 -
14.10
Payments
132- 132 -
14.11
Keepwell
132- 132 -
-iv-
--------------------------------------------------------------------------------
SCHEDULE 1.01A
Unrestricted Subsidiaries SCHEDULE 1.01B
Subsidiary
Borrowers SCHEDULE 1.01C
Existing Joint Ventures SCHEDULE 2.01
Commitments
SCHEDULE 2.19(a)
Reverse Dutch Auction Procedures SCHEDULE 8.12
Real
Property 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 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
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
-v-
--------------------------------------------------------------------------------
THIS SECOND LIEN TERM LOAN CREDIT AGREEMENT, dated as of October 20, 2016,2016
and as amended on the Amendment No. 1 Effective Date, 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.
WITNESSETH:
WHEREAS, the Borrowers have requested that the Lenders makemade Initial Term
Loans hereunder in the amount of $210,000,000 under this Agreement on the
Closing Date.
WHEREAS, the proceeds of the Initial Term Loans borrowed on the Closing Date
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
bewere 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 Lead Borrower has requested that, on the Amendment No. 1 Effective
Date (i) the 2017 Additional Term Loan Lenders make 2017 Additional Term Loans
in the aggregate principal amount of $58,000,000 and (ii) this Agreement be
amended as set forth herein, in each case pursuant to Amendment No. 1.
WHEREAS, the Required Lenders have indicated their willingness to amend this
Agreement on the Amendment No. 1 Effective Date and the 2017 Additional Term
Loan Lenders have indicated their willingness to lend on the terms and subject
to the conditions set forth herein. and in Amendment No. 1.
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein
contained, the parties hereto covenant and agree as