SEC Filings

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


Target Note Put Right” means any right of the holders of the Existing Target Notes to demand that the issuers of such Existing Target Notes redeem, repay or repurchase the Existing Target Notes as a result of the consummation of the Acquisition (whether such right to demand redemption, repayment or repurchase is exercised or exercisable on or after the Closing Date).


Tax Arrangement” means any tax arrangement or structure among the Company and its Restricted Subsidiaries that:


(a)           is entered into or created pursuant to advice from any of Ernst & Young, KPMG, PricewaterhouseCoopers, Deloitte Touche Tohmatsu, their respective Affiliates or any other nationally recognized tax advisory firm and a copy of such advice is either delivered or made available to the Administrative Agent and the Lenders;


(b)           requires that one or more Restricted Subsidiaries (but not the Company) directly incur Indebtedness;


(c)           is intended to enable the Company and/or its Restricted Subsidiaries to realize tax savings in connection with (i) repatriation of cash at lower tax rates than would be the case absent such tax arrangement or structure or (ii) qualifying for tax credits, tax deductions or other tax incentives greater than the cost of structuring and implementing such tax arrangement or structure, provided that, for the avoidance of doubt, any interest deduction on such Indebtedness shall not be considered as a tax credit, tax deduction or other tax incentive; and


(d)           complies with applicable Laws and regulations.


Tax Arrangement Priority Indebtedness” means Priority Indebtedness incurred by a Restricted Subsidiary of the Company pursuant to a Tax Arrangement.


Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.


Term A AUD Borrowing” means a borrowing consisting of simultaneous Term A AUD Loans of the same Type and, in the case of Eurocurrency Rate Loans, having the same Interest Period made by each of the Term A AUD Lenders pursuant to Section 2.01(d).


Term A AUD Commitment” means, as to each Term A AUD Lender, its obligation to make Term A AUD Loans to the Australian Borrower pursuant to Section 2.01(d) in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Term A AUD Lender’s name on Schedule 2.01 under the caption “Term A AUD Commitment” or opposite such caption in the Assignment and Assumption pursuant to which such Term A AUD Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement.


Term A AUD Facility” means (a) on or prior to the Amendment No. 5 Effective Date, the aggregate amount of the unused Term A AUD Commitments at such time and (b) thereafter, the aggregate principal amount of the Term A AUD Loans of all Term A AUD Lenders outstanding at such time. As of the Amendment No. 5 Effective Date, the aggregate principal amount of the Term A AUD Facility is AU$250,000,000.