INDEMNITY AGREEMENTIndemnity Agreement • February 14th, 2020 • PAE Inc • Services-engineering, accounting, research, management • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [•], 2020, by and between PAE INCORPORATED, a Delaware corporation (the “Company”), and [•] (“Indemnitee”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 14th, 2020 • PAE Inc • Services-engineering, accounting, research, management • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 10, 2020, is made and entered into by and among (i) PAE Incorporated (f/k/a Gores Holdings III, Inc.), a Delaware corporation (the “Company”), (ii) Gores Sponsor III LLC, a Delaware limited liability company (the “Sponsor”), (iii) Randall Bort, (iv) William Patton, (v) Jeffrey Rea (together with Randall Bort, William Patton, Sponsor and their respective Permitted Transferees (as defined herein), the “Gores Holders”) and (vi) the stockholders of Shay Holding Corporation, a Delaware Corporation party hereto (“Shay Holding Corporation” and, such stockholders, the “Shay Holders”). The Gores Holders, the Shay Holders and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement are each referred to herein as a “Holder” and collectively as the “Holders”).
REVOLVING CREDIT AGREEMENT among SHAY INTERMEDIATE HOLDING II CORPORATION, PAE HOLDING CORPORATION and its Domestic Subsidiaries listed as Borrowers on the signature pages hereto, as Borrowers, VARIOUS LENDERS and BANK OF AMERICA, N.A., as...Revolving Credit Agreement • February 14th, 2020 • PAE Inc • Services-engineering, accounting, research, management • District of Columbia
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.
INTERCREDITOR AGREEMENTIntercreditor Agreement • February 14th, 2020 • PAE Inc • Services-engineering, accounting, research, management • New York
This INTERCREDITOR AGREEMENT (“Agreement”), is dated as of October 20, 2016 and is entered into by and among Shay Intermediate Holding II Corporation, a Delaware corporation (“Holdings”), PAE Holding Corporation, a Delaware corporation (the “Lead Borrower”), the certain Subsidiaries of the Lead Borrower that become a party hereto from time to time as a Borrower or Guarantor, Bank of America, N.A. (“Bank of America”), as collateral agent for the holders of the Revolving Credit Obligations (together with its permitted successors and assigns (including in connection with any Refinancing), the “Revolving Credit Collateral Agent”), Bank of America, as collateral agent for the holders of the Initial Fixed Asset Obligations (together with its permitted successors and assigns, the “Initial Fixed Asset Collateral Agent”) and Bank of America, as collateral agent for the holders of the Second Lien Initial Fixed Asset Obligations (together with its permitted successors and assigns, the “Second Lie
AMENDMENT NO. 2 TO FIRST LIEN TERM LOAN CREDIT AGREEMENTFirst Lien Term Loan Credit Agreement • February 14th, 2020 • PAE Inc • Services-engineering, accounting, research, management
THIS FIRST LIEN TERM LOAN CREDIT AGREEMENT, dated as of October 20, 20162016, amended by Amendment No. 1 on June 12, 2017 and as amended on the Amendment No. 12 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.
EMPLOYMENT AGREEMENT (this “Agreement”) dated as of March 14, 2016 (the “Effective Date”), by and between PAUL W. COBB (“Executive”) and PACIFIC ARCHITECTS AND ENGINEERS INCORPORATED, a California corporation (“PAE”).Employment Agreement • February 14th, 2020 • PAE Inc • Services-engineering, accounting, research, management • New York
WHEREAS, PAE has entered into that certain Agreement and Plan of Merger, dated as of January 14, 2016 (the “Merger Agreement”), by and among (i) PAE Holding Corporation (“PAE Holding”), (ii) LG PAE, L.P., (iii) Shay Intermediate Holding II Corporation (“Parent”) and (iv) Shay Merger Corporation (“Sub”), pursuant to which Sub will merge with and into PAE Holding, with PAE Holding continuing as the surviving corporation, subject to the terms and conditions of the Merger Agreement;
SECOND LIEN SECURITY AGREEMENT Among SHAY INTERMEDIATE HOLDING II CORPORATION, PAE HOLDING CORPORATION, CERTAIN OTHER SUBSIDIARIES OF PAE HOLDING CORPORATION and BANK OF AMERICA, N.A., as COLLATERAL AGENT Dated as of October 20, 2016Security Agreement • February 14th, 2020 • PAE Inc • Services-engineering, accounting, research, management • New York
SECOND LIEN SECURITY AGREEMENT, dated as of October 20, 2016, made by each of the undersigned grantors (each, a “Grantor” and, together with any other entity that becomes a grantor hereunder pursuant to Section 10.12 hereof, the “Grantors”) in favor of Bank of America, N.A., as Collateral Agent (together with any successor Collateral Agent, the “Collateral Agent”), for the benefit of the Secured Creditors (as defined below). Certain capitalized terms as used herein are defined in Article IX hereof. Except as otherwise defined herein, all capitalized terms used herein and defined in the Credit Agreement (as defined below) shall be used herein as therein defined.
SECOND LIEN SUBSIDIARIES GUARANTYJoinder Agreement • February 14th, 2020 • PAE Inc • Services-engineering, accounting, research, management • New York
SECOND LIEN SUBSIDIARIES GUARANTY, dated as of October 20, 2016 (as amended, restated, amended and restated, modified or supplemented from time to time, this “Guaranty”), made by each of the undersigned guarantors (each a “Guarantor” and, together with any other entity that becomes a guarantor hereunder pursuant to Section 26 hereof, the “Guarantors”). Except as otherwise defined herein, capitalized terms used herein and defined in the Credit Agreement (as defined below) shall be used herein as therein defined.
SECOND LIEN TERM LOAN CREDIT AGREEMENT among SHAY INTERMEDIATE HOLDING II CORPORATION, as HOLDINGS PAE HOLDING CORPORATION, as the LEAD BORROWER, THE SUBSIDIARY BORROWERS PARTY HERETO VARIOUS LENDERS and BANK OF AMERICA, N.A., as ADMINISTRATIVE AGENT...Second Lien Term Loan Credit Agreement • February 14th, 2020 • PAE Inc • Services-engineering, accounting, research, management
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.
FIRST LIEN/SECOND LIEN INTERCREDITOR AGREEMENT among PAE HOLDING CORPORATION, SHAY INTERMEDIATE HOLDING II CORPORATION, as Holdings, BANK OF AMERICA, N.A., as Senior Priority Representative for the First Lien Credit Agreement Secured Parties, BANK OF...Intercreditor Agreement • February 14th, 2020 • PAE Inc • Services-engineering, accounting, research, management • New York
FIRST LIEN/SECOND LIEN INTERCREDITOR AGREEMENT dated as of October 20, 2016 (this “Agreement”), among SHAY INTERMEDIATE HOLDING II CORPORATION, a Delaware corporation (“Holdings”), PAE HOLDING CORPORATION, a Delaware corporation (the “Lead Borrower”), the other Grantors from time to time party hereto, BANK OF AMERICA, N.A., as Representative for the First Lien Credit Agreement Secured Parties (in such capacity and together with its successors in such capacity, the “First Lien Collateral Agent”), BANK OF AMERICA. N.A., acting in its capacity as administrative agent and collateral agent under the Initial Second Lien Debt Agreement, as Representative for the Initial Second Priority Debt Secured Parties (in such capacity and together with its successors in such capacity, the “Initial Second Lien Representative”), and each additional Senior Priority Representative and Second Priority Representative that from time to time becomes a party hereto pursuant to Section 8.09.
PACIFIC ARCHITECTS AND ENGINEERS INCORPORATEDTermination Agreement • February 14th, 2020 • PAE Inc • Services-engineering, accounting, research, management
This letter, which is being entered into contemporaneously with the Merger Agreement, sets forth our mutual agreement concerning the treatment of any performance units that were granted to you under the Plan (the “Performance Units”). By signing below, you acknowledge and agree that the Performance Units will terminate in their entirety effective immediately prior to the Closing and that you will have no right to any payment with respect to the Performance Units upon the Closing or at any time thereafter, other than the payment set forth in this letter. The amount of such payment will equal the product of (x) the number of outstanding Performance Units held by you as of the time immediately prior to the their termination in accordance with this letter multiplied by (y) an amount equal to (i)(A) the Qualifying Event Value (defined below) plus $180,549,521 plus $80,000,000 divided by (B) $423,071,496 minus (ii) the grant value specified in your Performance Unit grant agreement, as determ
SECOND LIEN PLEDGE AGREEMENT among SHAY INTERMEDIATE HOLDING II CORPORATION, PAE HOLDING CORPORATION, CERTAIN OTHER SUBSIDIARIES OF PAE HOLDING CORPORATION and BANK OF AMERICA, N.A., as COLLATERAL AGENT Dated as of October 20, 2016Second Lien Pledge Agreement • February 14th, 2020 • PAE Inc • Services-engineering, accounting, research, management • New York
SECOND LIEN PLEDGE AGREEMENT (as amended, modified, restated and/or supplemented from time to time, this “Agreement”), dated as of October 20, 2016, among each of the undersigned pledgors (each, a “Pledgor” and, together with any other entity that becomes a pledgor hereunder pursuant to Section 30 hereof, the “Pledgors”) and Bank of America, N.A., as collateral agent (together with any successor collateral agent, the “Pledgee” or the “Collateral Agent”), for the benefit of the Secured Creditors (as defined below). Except as otherwise defined herein, all capitalized terms used herein and defined in the Credit Agreement (as defined below) shall be used herein as therein defined.
ABL SUBSIDIARIES GUARANTYAbl Subsidiaries Guaranty • February 14th, 2020 • PAE Inc • Services-engineering, accounting, research, management • New York
ABL SUBSIDIARIES GUARANTY, dated as of October 20, 2016 (as amended, restated, amended and restated, modified or supplemented from time to time, this “Guaranty”), made by each of the undersigned guarantors (each a “Guarantor” and, together with any other entity that becomes a guarantor hereunder pursuant to Section 26 hereof, the “Guarantors”). Except as otherwise defined herein, capitalized terms used herein and defined in the Credit Agreement (as defined below) shall be used herein as therein defined.
INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • February 14th, 2020 • PAE Inc • Services-engineering, accounting, research, management • Delaware
This Investor Rights Agreement (this “Agreement”) is entered into as of February 10, 2020 (the “Effective Date”), by and between PAE Incorporated (f/k/a, Gores Holdings III, Inc.), a Delaware corporation (the “Company”), and PE Shay Holdings, LLC, a Delaware limited liability company (“Platinum”). Unless otherwise provided, each capitalized term used and not otherwise defined herein shall have the meaning set forth in Article IV.
AMENDMENT NO. 2 TO SECOND LIEN TERM LOAN CREDIT AGREEMENTCredit Agreement • February 14th, 2020 • PAE Inc • Services-engineering, accounting, research, management
THIS SECOND LIEN TERM LOAN CREDIT AGREEMENT, dated as of October 20, 20162016, amended by Amendment No. 1 on June 12, 2017 and as amended on the Amendment No. 12 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.
ABL PLEDGE AGREEMENT among SHAY INTERMEDIATE HOLDING II CORPORATION, PAE HOLDING CORPORATION, CERTAIN OTHER SUBSIDIARIES OF PAE HOLDING CORPORATION and BANK OF AMERICA, N.A., as COLLATERAL AGENT Dated as of October 20, 2016Abl Pledge Agreement • February 14th, 2020 • PAE Inc • Services-engineering, accounting, research, management • New York
ABL PLEDGE AGREEMENT (as amended, modified, restated and/or supplemented from time to time, this “Agreement”), dated as of October 20, 2016, among each of the undersigned pledgors (each, a “Pledgor” and, together with any other entity that becomes a pledgor hereunder pursuant to Section 31 hereof, the “Pledgors”) and Bank of America, N.A., as collateral agent (together with any successor collateral agent, the “Pledgee” or the “Collateral Agent”), for the benefit of the Secured Creditors (as defined below). Except as otherwise defined herein, all capitalized terms used herein and defined in the Credit Agreement (as defined below) shall be used herein as therein defined.
AMENDMENT NO. 1 TO THE REVOLVING CREDIT AGREEMENTThe Revolving Credit Agreement • February 14th, 2020 • PAE Inc • Services-engineering, accounting, research, management • New York
AMENDMENT NO. 1 TO THE REVOLVING CREDIT AGREEMENT dated as of June 12, 2017 (this “Amendment”), by and among SHAY INTERMEDIATE HOLDING II CORPORATION (“Holdings”), PAE HOLDING CORPORATION (the “Lead Borrower”), the Subsidiary Borrowers party hereto (the “Subsidiary Borrowers” and, together with the Lead Borrower, the “Borrowers”), the Subsidiary Guarantors party hereto, BANK OF AMERICA, N.A., as Administrative Agent (the “Administrative Agent”), the Collateral Agent, the Issuing Bank and the Swingline Lender under the Credit Agreement (as defined below), each INCREASE LOAN LENDER (as defined below), each of the other LENDERS party hereto and each of the other CREDIT PARTIES party hereto.
FIRST LIEN SECURITY AGREEMENT Among SHAY INTERMEDIATE HOLDING II CORPORATION, PAE HOLDING CORPORATION, CERTAIN OTHER SUBSIDIARIES OF PAE HOLDING CORPORATION and BANK OF AMERICA, N.A., as COLLATERAL AGENT Dated as of October 20, 2016First Lien Security Agreement • February 14th, 2020 • PAE Inc • Services-engineering, accounting, research, management • New York
FIRST LIEN SECURITY AGREEMENT, dated as of October 20, 2016, made by each of the undersigned grantors (each, a “Grantor” and, together with any other entity that becomes a grantor hereunder pursuant to Section 10.12 hereof, the “Grantors”) in favor of Bank of America, N.A., as Collateral Agent (together with any successor Collateral Agent, the “Collateral Agent”), for the benefit of the Secured Creditors (as defined below). Certain capitalized terms as used herein are defined in Article IX hereof. Except as otherwise defined herein, all capitalized terms used herein and defined in the Credit Agreement (as defined below) shall be used herein as therein defined.
FIRST LIEN PLEDGE AGREEMENT among SHAY INTERMEDIATE HOLDING II CORPORATION, PAE HOLDING CORPORATION, CERTAIN OTHER SUBSIDIARIES OF PAE HOLDING CORPORATION and BANK OF AMERICA, N.A., as COLLATERAL AGENT Dated as of October 20, 2016First Lien Pledge Agreement • February 14th, 2020 • PAE Inc • Services-engineering, accounting, research, management • New York
FIRST LIEN PLEDGE AGREEMENT (as amended, modified, restated and/or supplemented from time to time, this “Agreement”), dated as of October 20, 2016, among each of the undersigned pledgors (each, a “Pledgor” and, together with any other entity that becomes a pledgor hereunder pursuant to Section 30 hereof, the “Pledgors”) and Bank of America, N.A., as collateral agent (together with any successor collateral agent, the “Pledgee” or the “Collateral Agent”), for the benefit of the Secured Creditors (as defined below). Except as otherwise defined herein, all capitalized terms used herein and defined in the Credit Agreement (as defined below) shall be used herein as therein defined.
