|AECOM filed this Form 8-K on 03/14/2018|
AMENDMENT NO. 5 TO CREDIT AGREEMENT
This AMENDMENT NO. 5 TO CREDIT AGREEMENT (this Amendment), dated as of March 13, 2018, is entered into by and among AECOM (formerly known as AECOM Technology Corporation), a Delaware corporation (the Company), US STAR LP, a Delaware limited partnership (the Canadian Borrower) and AECOM AUSTRALIA GROUP HOLDINGS PTY LTD (ACN 160 463 883), a company incorporated under the Corporations Act 2001 (Cth) of Australia (the Australian Borrower and together with the Canadian Borrower, the New Borrowers), certain subsidiaries of the Company as guarantors (the Guarantors and collectively with the Company and the New Borrowers, the Loan Parties) under the Credit Agreement (defined below), each Lender under the Credit Agreement that is a party hereto, and BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, the Administrative Agent), Swing Line Lender and an L/C Issuer.
WHEREAS, the Company, the Administrative Agent and certain banks and financial institutions (the Existing Lenders) are parties to that certain Credit Agreement, dated as of October 17, 2014 (as previously amended, as amended hereby and as further amended, restated, extended, supplemented or otherwise modified from time to time, the Credit Agreement and the Credit Agreement prior to giving effect to this Amendment being referred to as the Existing Credit Agreement), pursuant to which the Existing Lenders have extended certain revolving and term facilities to the Company;
WHEREAS, the Loan Parties have requested certain amendments to certain terms of the Existing Credit Agreement and certain other Loan Documents as provided herein, and the Administrative Agent and each of the undersigned Lenders have agreed to such requests, subject to the terms and conditions of this Amendment; and
WHEREAS, the Lenders identified on the signature pages hereto as Departing Lenders (the Departing Lenders) have agreed to assign their Commitments and Loans under the Pro Rata Facilities (defined below) pursuant to the terms hereof.
NOW, THEREFORE, for valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto hereby agree as follows:
1. Defined Terms. Unless otherwise defined herein, capitalized terms used herein shall have the meanings, if any, assigned to such terms in the Credit Agreement, as amended by this Amendment.
2. Amendments to Credit Agreement, Schedules and Exhibits. Subject to the terms and conditions hereof and with effect from and after the Amendment Effective Date (defined below):
(a) The Existing Credit Agreement (other than the Appendices, Schedules and Exhibits thereto) is hereby amended in its entirety to read in the form of Annex I attached hereto (which such amended Credit Agreement shall include the Revolving Credit Facility, the Term A US Facility, the Term A CAD Facility, the Term A AUD Facility and the Term B Facility (each as defined in the Credit Agreement) provided in this Amendment).
(b) Schedule 2.01 to the Existing Credit Agreement is hereby amended by replacing such schedule with Schedule 2.01 attached as Annex II hereto (other than with respect to the Term B Facility as set forth in Schedule 2.01, which are maintained separately with the Administrative Agent).