Exhibit 10.4
AMENDMENT AND TERMINATION AGREEMENT
This AMENDMENT AND TERMINATION AGREEMENT, dated as of October 25, 2021 (this “Agreement”), is hereby entered into by the parties listed on the signatures pages hereto. Capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Underlying Agreement (defined below).
WHEREAS, PAE Incorporated, a Delaware corporation (the “Company”), Gores Sponsor III LLC, a Delaware limited liability company, Randall Bort, William Patton, Jeffrey Rea and the stockholders of Shay Holding Corporation, a Delaware corporation, are parties to that certain Amended and Restated Registration Rights Agreement, dated as of February 10, 2020 (the “Underlying Agreement”);
WHEREAS, the Underlying Agreement provides that, subject to the terms and conditions thereof, it may be amended, waived or modified upon the written consent of the Company and the Holders of at least a majority in interest of the Registrable Securities at the time in question;
WHEREAS, the parties hereto collectively constitute the Holders of at least a majority in interest of the Registrable Securities as of the date hereof;
WHEREAS, the Company is a party to that certain Agreement and Plan of Merger, dated as of the date hereof (as amended, restated or otherwise modified from time to time, the “Merger Agreement”), by and among Amentum Government Services Holdings LLC, a Delaware limited liability company (“Amentum”), Pinnacle Virginia Merger Sub Inc., a Delaware corporation (“Merger Sub”), and the Company; and
WHEREAS, the entry into this Agreement is a condition to the willingness of Amentum, Merger Sub, and the Company to enter into the Merger Agreement.
NOW, THEREFORE, in consideration of the mutual covenants set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereby agree as follows:
1. Amendment and Termination. Each party hereto hereby acknowledges and agrees that, effective as of the Effective Time (as defined in the Merger Agreement) (a) the Underlying Agreement shall automatically be terminated in its entirety and shall no longer be of any force or effect, and (b) it shall not have any ongoing rights, liabilities or obligations under the Underlying Agreement from and after the Effective Time (as defined in the Merger Agreement), including under Section 3.5 of the Underlying Agreement; provided, however, that the indemnification provisions set forth in Article IV of the Underlying Agreement shall survive such termination in accordance with the terms thereof. Each party hereto waives any rights it may have pursuant to the Underlying Agreement that in any way conflict with or otherwise prohibit or restrict the amendment, waiver, modification and termination contemplated hereby, including any notice requirements.
