|AECOM filed this Form 8-K on 03/14/2018|
(c) The Exhibits to the Existing Credit Agreement are hereby amended by (i) amending and restating Exhibit A (Loan Notice) in its entirety, (ii) amending and restating Exhibit C-1 (Term A US Note) in its entirety, (iii) amending and restating Exhibit C-4 (Term A CAD Note) in its entirety and (iv) adding a new Exhibit C-5 (Term A AUD Note), in each case attached as Annex III hereto.
(d) The schedules to the Existing Credit Agreement are hereby amended to amend and restate Schedule 1.01(d) (Fifth Amendment Existing Letters of Credit) in its entirety.
(e) For the avoidance of doubt, each party hereto agrees and acknowledges that the obligations of each Borrower, including each of the New Borrowers, shall constitute Guaranteed Liabilities guaranteed by the Company and the other Guarantors under the Guaranty, and all such Guaranteed Liabilities shall constitute Obligations secured by the security interests granted by the grantors party to the Collateral Documents (it being understood that neither the Canadian Borrower nor the Australian Borrower is a party to the Guaranty or any Collateral Document).
3. Facility Adjustments.
(a) Notwithstanding anything to the contrary in the Existing Credit Agreement or the amended Credit Agreement, each party hereto agrees (i) that on the Amendment Effective Date the loans and commitments under the Revolving Credit Facility, Term A US Facility, Term A CAD Facility and Term A AUD Facility (collectively, the Pro Rata Facilities) and under the Term B Facility shall be as set forth on Schedule 2.01 attached as Annex II hereto and as described in the amended Credit Agreement attached as Annex I hereto, (ii) that the requisite assignments, payments and prepayments shall be deemed to be made in such amounts among the Lenders (including the Departing Lenders) and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by applicable Assignment and Assumptions under the Credit Agreement or otherwise and (iii) to any adjustments to be made to the Register to effectuate such reallocations, assignments, payments and prepayments. In connection therewith, any reallocation among the applicable Lenders (including the Departing Lenders) resulting from the adjustments of the Loans and Commitments under the Pro Rata Facilities shall all occur on the Amendment Effective Date in connection with this Amendment (the Facility Adjustments). Notwithstanding anything to the contrary in Section 10.06 of the Credit Agreement or this Amendment, no other documents or instruments, including any Assignment and Assumption, shall be executed in connection with these assignments, payments and prepayments (all of which requirements are hereby waived), and such assignments shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by an Assignment and Assumption. On the Amendment Effective Date, the Lenders shall make full cash settlement with each other either directly or through the Administrative Agent (including in the form of non-pro rata funding by any Lender that has increased its Commitment and/or Loans as of the Amendment Effective Date, including, without limitation, in an aggregate amount equal to the outstanding Loans of the Departing Lenders), and the Administrative Agent may make such adjustments between and among the applicable Lenders and the applicable Borrowers as are reasonably necessary to effectuate the Facility Adjustments, in each case as the Administrative Agent may direct or approve, with respect to all assignments, reallocations and other changes in Commitments and Loans under the Pro Rata Facilities, so that the outstanding Loans, Commitments and Applicable Percentages under the Pro Rata Facilities are as set forth on the revised Schedule 2.01 attached as Annex II hereto as of the Amendment Effective Date.
(b) In connection therewith, and any prepayment, repayment or reallocation of Loans on the Amendment Effective Date as provided herein, each Lender party hereto hereby waives any requirement to pay any additional amounts required pursuant to Section 3.05 of the Credit Agreement.