REGISTRATION RIGHTS AGREEMENT by and among VERTEX AEROSPACE HOLDCO LLC the Persons listed on Schedule A hereto under the heading MANAGEMENT, ALLY COMMERCIAL FINANCE, LLC and VECTRUS, INC. Dated as of July 5, 2022Registration Rights Agreement • July 5th, 2022 • V2X, Inc. • Services-facilities support management services • Delaware
This REGISTRATION RIGHTS AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, this “Agreement”) is made as of July 5, 2022, by and among Vectrus, Inc., an Indiana corporation (the “Company”), and Vertex Aerospace Holdco LLC (“AIP”), the Persons listed on Schedule A hereto under the heading Management (“Management”) and Ally Commercial Finance, LLC (“Ally”).
FIRST LIEN CREDIT AGREEMENT Dated as of December 6, 2021 as amended by amendment no. 1 to first lien credit agreement, dated as of July 5, 2022 among VERTEX AEROSPACE SERVICES CORP., as the Borrower, VERTEX AEROSPACE INTERMEDIATE LLC, as Holdings, THE...First Lien Credit Agreement • July 5th, 2022 • V2X, Inc. • Services-facilities support management services • New York
DIRECTOR’S INDEMNIFICATION AGREEMENTDirector's Indemnification Agreement • July 5th, 2022 • V2X, Inc. • Services-facilities support management services • Indiana
WHEREAS, both the Corporation and the Indemnitee recognize the increased risk of litigation and other claims being asserted against directors of public corporations in today’s environment;
ABL CREDIT AGREEMENT Conformed through First Amendment to ABL Credit Agreement, dated as of May 17, 2019, Second Amendment to ABL Credit Agreement, dated as of May 17, 2021, Third Amendment to ABL Credit Agreement, dated as of December 6, 2021 and...Abl Credit Agreement • July 5th, 2022 • V2X, Inc. • Services-facilities support management services • New York
This ABL CREDIT AGREEMENT is entered into as of June 29, 2018, among VERTEX AEROSPACE SERVICES CORP., a Delaware corporation (“Vertex”, and collectively with each other Person joined hereto as a borrower from time to time, the “Borrowers” and each, a “Borrower”), VERTEX AEROSPACE INTERMEDIATE LLC, a Delaware limited liability company (“Holdings”), each Person party hereto as a lender from time to time (collectively, the “Lenders” and individually, a “Lender”), each L/C Issuer party hereto, ROYAL BANK OF CANADA (in its individual capacity, “RBC”) as a Joint Lead Arranger, Joint Bookrunner and L/C Issuer, and ALLY BANK, a Utah state bank (in its individual capacity, “Ally”), as Administrative Agent, Collateral Agent, Swingline Lender and a Joint Lead Arranger and Joint Bookrunner.
MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • July 5th, 2022 • V2X, Inc. • Services-facilities support management services • New York
THIS MANAGEMENT SERVICES AGREEMENT (this “Agreement”) is made effective as of July 5, 2022, by and between Vectrus, Inc., an Indiana corporation (the “Company”), and AIP, LLC, a Delaware limited liability company (“AIP”).
SECOND LIEN CREDIT AGREEMENT Dated as of December 6, 2021 among VERTEX AEROSPACE SERVICES CORP., as the Borrower, VERTEX AEROSPACE INTERMEDIATE LLC, as Holdings, THE LENDERS PARTY HERETO, and ROYAL BANK OF CANADA, as Administrative Agent and...Second Lien Credit Agreement • July 5th, 2022 • V2X, Inc. • Services-facilities support management services • New York
This SECOND LIEN CREDIT AGREEMENT is entered into as of December 6, 2021, among VERTEX AEROSPACE SERVICES CORP., a Delaware corporation (the “Borrower”), VERTEX AEROSPACE INTERMEDIATE LLC, a Delaware limited liability company (“Holdings”), the lenders party hereto (collectively, the “Lenders” and individually, a “Lender”) and ROYAL BANK OF CANADA (“RBC”), as Administrative Agent and Collateral Agent.
SHAREHOLDERS AGREEMENTShareholders Agreement • July 5th, 2022 • V2X, Inc. • Services-facilities support management services • Indiana
THIS SHAREHOLDERS AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, this “Agreement”), dated as of July 5, 2022, is made by and among Vectrus, Inc., an Indiana corporation (the “Company”), and the shareholders of the Company who are or become signatories hereto (each, a “Shareholder” and, collectively, the “Shareholders”).
