SEC Filings

8-K
AECOM filed this Form 8-K on 03/14/2018
Entire Document
 

 

(D)                               the documentation and other information with respect to each Loan Party that is required by regulatory authorities under applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Act, or by a Lender’s internal policies;

 

(E)                                projections prepared by management of the Company (prepared in good faith based upon assumptions that the Company believes to be reasonable at the time made and at the time such projections are so furnished to the Administrative Agent and Lenders) of balance sheets, income statements and cashflow statements of the Company and its Subsidiaries, giving effect to this Amendment, the Pro Rata Facilities and the Term B Facility, which will be quarterly for fiscal year 2018 and annually thereafter for the term of the Facilities (and which will not be inconsistent with information provided to the Administrative Agent and made available to the Lenders);

 

(F)                                 satisfactory opinions of counsel (including internal counsel, foreign counsel and, to the extent reasonably requested by the Administrative Agent, other local counsel) to the Loan Parties (which shall cover, among other things, authority, legality, validity, binding effect and enforceability of the Credit Agreement after giving effect to this Amendment, as the Lenders party to this Amendment shall reasonably require), which shall be addressed to the Lenders on the Amendment Effective Date and expressly permit reliance by successors and permitted assignees of the Lenders to the extent set forth therein;

 

(G)                               satisfactory evidence that the Administrative Agent (on behalf of the Lenders) shall have a valid and perfected first priority (subject to exceptions set forth in the Loan Documents) lien and security interest in the Collateral after giving effect to this Amendment;

 

(H)                              a certificate of the chief financial officer or treasurer of the Company certifying that as of the Amendment Effective Date (after giving effect to (x) transactions contemplated to occur on or prior to the Amendment Effective Date, including, without limitation, the closing of this Amendment and the effectiveness of the Facilities, the incurrence of Indebtedness related thereto, and the repayment of other Indebtedness to occur on or prior to the Amendment Effective Date and (y) the repayment or redemption of the Senior 2022 Notes (as defined in the Credit Agreement) (even if occurring after the Amendment Effective Date)), (1) all of the representations and warranties in the Credit Agreement and the other Loan Documents are true and correct in all material respects (or, to the extent any such representation and warranty is modified by a materiality or Material Adverse Effect standard, in all respects) as of such date (except to the extent that such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects (or, to the extent any such representation and warranty is modified by a materiality or Material Adverse Effect standard, in all respects) as of such earlier date), (2) no Default or Event of Default shall have occurred and be continuing, or would result from the occurrence of the Amendment Effective Date, (3) the Company is in pro forma compliance with the financial covenants set forth in Section 7.11 of the Credit Agreement and (4) the Company and its Subsidiaries, on a consolidated basis, are Solvent; and

 

(I)                                   for each Lender requesting one at least three Business Days prior to the Amendment Effective Date (but without prejudice to the right of any Lender to request a Note under Section 2.11(a) of the Credit Agreement), a Note executed by the applicable Borrowers in favor of such Lender with respect to the applicable Facility;

 

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